New York and London – February 5, 2009 –
NDS Group Limited (“NDS”), News Corporation and Permira Advisers LLP (“Permira”)
are pleased to announce that the scheme of arrangement to effect the going
private transaction of NDS has now become fully effective. The effectiveness
of the scheme results in two subsidiaries of funds advised by Permira (the “Permira
Newcos”) and News Corporation owning approximately 51% and 49% of NDS,
respectively, in each case subject to dilution by shares to be subscribed
for by members of management and shares to be issued as part of the option
scheme to be established by NDS.
The last day for trading in ADSs was February 4, 2009. The per share
consideration of $63.00 in cash is scheduled to be sent to NDS shareholders
and holders of ADSs shortly.
The independent committee of the board of directors of NDS was advised by
Citigroup Global Markets Limited and Weil, Gotshal & Manges LLP. NDS was
advised by Morgan Stanley & Co. Limited and Allen & Overy LLP. News
Corporation was advised by J.P. Morgan Securities Inc., Skadden, Arps,
Slate, Meagher & Flom LLP and Hogan & Hartson LLP. The Permira Newcos and
Permira were advised by Goldman Sachs International, Clifford Chance LLP and
Fried, Frank, Harris, Shriver & Jacobson LLP.
About NDS
NDS, a privately owned company whose controlling shareholders are News
Corporation and the Permira Newcos, supplies open end-to-end digital
technology and services to digital pay-television platform operators and
content providers. See www.nds.com for more information about NDS.
About News Corporation
News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) had total assets as of
September 30, 2008 of approximately US$61 billion and total annual revenues
of approximately US$33 billion. News Corporation is a diversified global
media company with operations in eight industry segments: filmed
entertainment; television; cable network programming; direct broadcast
satellite television; magazines and inserts; newspapers and information
services; book publishing; and other. The activities of News Corporation are
conducted principally in the United States, Continental Europe, the United
Kingdom, Australia, Asia and Latin America.
www.newscorp.com
About Permira
Permira is a European private equity firm with an international reach. The
funds, raised from pension funds and other institutions, make long-term
investments in companies with the ambition of transforming their performance
and driving sustainable growth.
The firm's teams are based in Frankfurt, Guernsey, Hong Kong, London,
Luxembourg, Madrid, Milan, New York, Paris, Menlo Park, Stockholm and Tokyo,
advising funds with a total committed capital of approximately EUR20 billion
(US$28 billion). Since 1985, the Permira Funds have completed over 190
private equity transactions.
For more information visit: www.permira.com
Cautionary Statement Concerning Forward-looking Statements
This announcement may contain certain “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management’s views and assumptions regarding future
events and business performance as of the time the statements are made.
Actual results may differ materially from these expectations due to changes
in global economic, business, competitive market, regulatory and other
factors. More detailed information about these and other factors that could
affect future results is contained in our filings with the US Securities and
Exchange Commission. Any “forward-looking statements” included in this
document are made only as of the date of this document and we do not have
any obligation, nor do we undertake, to publicly update any “forward-looking
statements” to reflect subsequent events or circumstances, except as
required by law.
Contact:
NDS
Yael Fainaro (Investor Relations)
Tel: +44 20 8476 8287
News Corporation
Reed Nolte (Investor Relations)
Tel: +1 212 852 7092
Permira
Chris Davison
Tel: +44 20 7632 1000