News Corp., Permira Move Closer to Takeover of NDS

[Holstein912]

News Corp. and Permira Newcos have signed an agreement to make NDS a private company, sealing a deal that will take NDS off the public market, News Corp. announced Aug. 14
The two companies will pay about $63 per share for NDS, with Permira Newcos holding about 51 percent and News Corp. 49 percent of NDS once the deal is complete. An independent board of advisors for NDS approved the agreement and will recommend shareholders approve the deal.
Citigroup, which is part of the advisory board, said the offer is fair, though Daniel Meron, a technology equity analyst at RBC Capital Markets, said in a July research note that he believed an offer to take NDS private for less than $66 per share would not reflect the company's full value.
The transaction is expected to close by the end of the year or early 2009.

Source: satellite today

Holstein912

[Holstein912]

Rupert Murdoch's News Corp has joined with private equity house Permira to take digital TV technology specialist NDS private in a deal valuing the business at $3.67 billion.

News Corp is effectively selling around half its stake in the business to Permira as part of a complex deal. News Corp currently owns 72 per cent of NDS's equity, controlling 96 per cent of the voting rights. Under the terms of the deal, which values NDS's equity at $63 a share, News Corp will reduce its holding to 49 per cent, with Permira owning per cent. In return, News Corp will receive $1.52 billion in cash plus a $242m vendor note from Permira.

Abe Peled, Chairman and CEO of NDS said: "With the convergence of broadband and broadcast technology, new frontiers lie ahead for NDS. NDS needs to have the strategic agility and flexibility to enter into any type of value enhancing transactions. The current ownership structure was imposing certain limitations. Therefore News Corporation has decided to reduce its ownership position in NDS so that NDS can capitalise on these new opportunities with a more independent structure and the expertise of Permira."

Shares in NDS rose 14 cents to $60.64 on confirmation of the deal.

Source: Advanced Television

Holstein912

[Holstein912]

News Corp., two subsidiaries of funds advised by private-equity player Permira Advisers acquire all issued and outstanding series-A ordinary shares in conditional-access, interactive-TV-software provider.

Conditional-access and interactive-TV-software provider NDS Group, a majority-owned subsidiary of News Corp., was officially taken private in a deal worth an estimated $3.7 billion.

The U.K.-based firm signed an agreement with News Corp. and two newly incorporated subsidiaries of funds advised by private-equity player Permira Advisers under which News Corp. and the Permira entities acquired all issued and outstanding NDS series-A ordinary shares, including those represented by American Depositary Shares traded on the NASDAQ Exchange, for $63 apiece in cash. That is higher than the $60 per share News Corp. and Permira offered in late June.

NDS is no longer public company, and the Permira entities and News Corp. now own approximately 51% and 49% of NDS, respectively.

The transaction is expected to close by the end of the year or early 2009, the companies said.

“With the convergence of broadband and broadcast technology, new frontiers lie ahead for NDS,” NDS chairman and CEO Abe Peled said in a statement. “NDS needs to have the strategic agility and flexibility to enter into any type of value-enhancing transactions. The current ownership structure was imposing certain limitations. Therefore, News Corp. decided to reduce its ownership position in NDS so that NDS can capitalize on these new opportunities with a more independent structure and the expertise of Permira.”

Source: Broadcasting Cable

Holstein912

[Holstein912]

Media Giant Reduces Ownership Position in Security Vendor

NDS Group, a conditional access and encryption-security vendor, has agreed to go private in a deal with News Corp. and several private equity funds, the company said Thursday.

News Corp., two funds advised by Permira Advisers LLP and NDS Group signed an agreement in which Rupert Murdoch’s company and the funds will acquire all issued and outstanding NDS Series A ordinary shares for the previously announced per-share price of $63.

When the deal closes, the equity funds and News Corp. will own about 51% and 49%, respectively, of NDS. News Corp. now owns roughly 72% of NDS.

About 67% of the NDS Series B ordinary shares held by News Corp. would be cancelled in exchange for $63 per share in a mix of cash of about $1.52 billion and a $242 million vendor note. The transaction is expected to close by the end of the year or sometime in early 2009.

NDS’s customers include DIRECT TV, which News Corp. formerly owned a stake in.

DIRECT TV rival Echo Star, now Dish Network, had filed suit against NDS alleging that the vendor had hacked into its conditional-access system. That case came to trial earlier this year in California.

In May, a jury found that NDS had violated piracy law, but only awarded Echo Star $1,500. The satellite provider had sought $1 billion in damages.

“With the convergence of broadband and broadcast technology, new frontiers lie ahead for NDS,” NDS chairman Abe Peled said in a prepared statement abut going private. “NDS needs to have the strategic agility and flexibility to enter into any type of value enhancing transactions. The current ownership structure was imposing certain limitations. Therefore News Corp. has decided to reduce its ownership position in NDS so that NDS can capitalize on these new opportunities with a more independent structure and the expertise of Permira."

The signing of the agreement follows NDS's Aug. 5 announcement that the independent committee of its board of directors had reached an agreement in principle with News Corp. and the Permira Newcos on a price of $63 per share.

The independent committee of the board of directors of NDS is advised by Citigroup Global Markets Limited and Weil, Gotshal & Manges. News Corp. is advised by J.P. Morgan Securities, Skadden, Arps, Slate, Meagher & Flom and Hogan & Hartson. The Permira Newcos and Permira Advisers LLP are advised by Goldman Sachs International and Clifford Chance. NDS is advised by Morgan Stanley & Co. and Allen & Overy.

Source: Multi Channel News

Holstein912