NDS shareholders to decide going-private transaction Jan. 13

By Lisa Kerner

Charlotte, N.C., Dec. 11 - NDS Group plc shareholders will be asked to approve 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 Jan. 13 in London.

Under the companies' scheme of arrangement, NDS shareholders will receive $63 cash per series A ordinary share, according to a schedule 14A filed with the Securities and Exchange Commission.

An extraordinary meeting will immediately follow the special meeting at which shareholders will be asked to vote on additional resolutions required to implement the scheme.

NDS' independent committee recommends shareholders vote in favor of the transaction.

The transaction also requires the approval of the High Court of Justice in England and Wales.

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.

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

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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