Nds Grp. Plc Adr (MM) (NASDAQ:NNDS)
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NDS Group plc (Nasdaq:NNDS) today announced that the European Commission
has given unconditional clearance for the proposed transaction pursuant
to which News Corporation and two newly incorporated subsidiaries of
funds advised by Permira Advisers LLP (the "Permira Newcos") would
acquire all issued and outstanding NDS Series A ordinary shares for per
share consideration of $63.00 in cash. If the proposed transaction is
consummated, the Permira Newcos and News Corporation would own
approximately 51% and 49% of NDS, respectively. The clearance represents
the final regulatory approval needed for the completion of the
transaction.
The proposed transaction remains subject to certain conditions set forth
in the implementation agreement signed by the parties, including the
receipt of NDS shareholder approval. The shareholders of NDS are
scheduled to vote on the transaction on January 13, 2009. Subject to the
satisfaction of the closing conditions, the transaction is expected to
be completed in early February 2009.
About NDS
NDS Group plc (NASDAQ:NNDS), a majority owned subsidiary of News
Corporation, 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.
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Additional Information Filed With the SEC
NDS has filed with the Securities and Exchange Commission a proxy
statement in connection with the proposed transaction. The proxy
statement has been sent or given to the shareholders of NDS. Before
making any voting or investment decision with respect to the
transaction, investors and shareholders of NDS are urged to read the
proxy statement and any other relevant materials filed with the SEC
because they contain (or will contain) important information about the
transaction. The proxy statement and any other documents filed by NDS
with the SEC may be obtained free of charge at the SEC's website at www.sec.gov.
You may also obtain these documents, free of charge, from NDS' website (www.nds.com)
under the tab "Investor Relations", then under the heading "Financial
Information", and then under the item "SEC Filings".
NDS and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the
solicitation of proxies from its shareholders in connection with the
proposed transaction. Information concerning the interests of NDS'
participants in the solicitation, which may be different than those of
NDS shareholders generally, is set forth in NDS' proxy statements and
Annual Reports on Form 10-K, previously filed with the SEC.
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.