NDS Group's going-private transaction could close in early February

By Lisa Kerner

Charlotte, N.C., Jan. 13 - NDS Group plc said its shareholders approved a going-private transaction with parent company News Corp. and two newly incorporated subsidiaries of funds advised by Permira Advisers LLP at a special meeting on Tuesday in London.

The High Court of Justice in England and Wales convened the special shareholder meeting and the subsequent extraordinary meeting at which shareholders voted on additional resolutions required to implement the companies' scheme of arrangement.

On Jan. 27, the court will hold a hearing to sanction the scheme. The scheme is expected to become effective shortly after Feb. 4, after the High Court confirms related reductions of capital, NDS said.

Under the merger 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, it was previously reported.

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 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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