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Published on 8/14/2008 in the Prospect News Special Situations Daily.

NDS to be taken private by News Corp., Permira

By Lisa Kerner

Charlotte, N.C., Aug. 14 - NDS Group plc agreed to a going-private transaction with News Corp. and two newly incorporated subsidiaries of funds advised by Permira Advisers LLP that will give NDS shareholders $63 cash per series A ordinary share.

The parties announced an agreement in principle on Aug. 5.

Included in the agreement are shares represented by American Depositary Shares traded on Nasdaq, News Corp. said.

About 67% of the NDS series B ordinary shares held by News Corp. would be cancelled in exchange for $63 per share in a mix of cash of approximately $1.52 billion and a $242 million vendor note.

Following the transaction's close, expected by year-end, Permira Newcos and News Corp. will own about 51% and 49% of NDS, respectively, according to a News Corp. news release.

NDS' independent committee of the board of directors approved the agreement and will recommend its series A ordinary shareholders vote in favor of the scheme of arrangement.

Citigroup Global Markets Ltd. deemed the $63.00 offer price fair, noted News Corp.

NDS chairman and chief executive officer Abe Peled said the current ownership structure was imposing certain limitations on NDS.

Peled noted that with News Corp. reducing its ownership in NDS, NDS can capitalize on new opportunities "with a more independent structure and the expertise of Permira."

Closing conditions of the deal include approval by NDS series A shareholders and the High Court of Justice of England and Wales.

News Corp. is advised by J.P. Morgan Securities Inc. Goldman Sachs International is advising Permira Newcos and Permira Advisers LLP.

NDS is advised by Morgan Stanley & Co Ltd.

In June, NDS Group said News Corp., a New York-based media company, and Permira proposed acquiring the company's publicly held shares for $60.00 each.

NDS Group, a News Corp. subsidiary based in New York, supplies open end-to-end digital technology and services to pay-television platform operators and content providers.


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