NDS going-private transaction set to close Thursday

By Lisa Kerner

Charlotte, N.C., Feb. 4 - NDS Group Ltd. expects its going-private transaction to become effective Thursday after the High Court of Justice in England and Wales gave final approval to the company's scheme of arrangement.

In January, NDS shareholders approved a going-private transaction with parent company News Corp. and two newly incorporated subsidiaries of funds advised by Permira Advisers LLP, it was previously reported.

Under the companies' agreement, about 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 cash of approximately $1.52 billion and a $242 million vendor note.

Included in the arrangement are shares represented by American Depositary Shares traded on Nasdaq, a prior news release said.

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

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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