NDS Group receives final regulatory approval in planned privatization deal with News Corp.

By Lisa Kerner

Charlotte, N.C., Dec. 22 - NDS Group plc said the European Commission gave unconditional clearance for the company's proposed going-private transaction with parent company News Corp. and two newly incorporated subsidiaries of funds advised by Permira Advisers LLP.

The European Commission clearance is the final regulatory approval required to complete the transaction, according to an NDS news release.

NDS shareholders will be asked to approve the plan on Jan. 13.

The transaction is expected to be completed in early February, said NDS.

Under the companies' scheme of arrangement, NDS shareholders will receive $63 cash per series A ordinary share, it was previously reported.

In addition, approximately 67% of the NDS series B ordinary shares held by News Corp. will be cancelled in exchange for $63 per share in a mix of about $1.52 billion in cash and a $242 million vendor note, a prior news release said.

Included in the arrangement are shares represented by American Depositary Shares traded on Nasdaq.

Following the transaction's close, Permira Newcos and News Corp. will own about 51% and 49% of NDS, respectively, NDS said.

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

News Corp. is a New York-based media company.

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