NDS Shareholders Approve Proposed Transaction to Take NDS Private

NDS Group plc (“NDS”) today announced that at the shareholder meeting convened by the High Court of Justice in England and Wales and at the subsequent Extraordinary General Meeting, both of which took place today, the shareholders of NDS approved the proposed scheme of arrangement pursuant to which all of the issued and outstanding NDS A ordinary shares would be cancelled, and approximately 67% of the issued and outstanding NDS B ordinary shares (held by News Corporation) would be cancelled, in each case, for per share consideration of $63.00 in cash. Additional NDS B ordinary shares will then be issued to two newly incorporated subsidiaries of funds advised by Permira Advisers LLP (the “Newcos”). If the proposed transaction is consummated, News Corporation and the Newcos would own approximately 49% and 51% of NDS, respectively, in each case subject to dilution by shares to be subscribed for by members of management and shares to be issued as part of the option scheme to be established by NDS following the proposed scheme of arrangement becoming effective.

The Court Meeting

At the Court Meeting, approximately 47% of the A ordinary shares of NDS was represented and the votes were as follows:

    
      
        
        
        
           
        
        
           
        
        
           
        
        
          For
        
        
           
        
        
           
        
        
           
        
        
          % of Total
        
        
           
        
        
           
        
        
           
        
        
          Against
        
        
           
        
        
           
        
        
           
        
        
          % of Total
        
        
           
        
        
           
        
        
        
      
      
        
          Number of votes
        
        
        
        
        
        
        
        
          7,727,427
        
        
        
        
        
        
        
        
          99.98%
        
        
        
        
        
        
        
        
          1,325
        
        
        
        
        
        
        
        
          0.02%
        
        
        
        
        
        
        
      
      
        
          Number of voters
        
        
        
        
        
        
        
        
          43
        
        
        
        
        
        
        
        
          97.73%
        
        
        
        
        
        
        
        
          1
        
        
        
        
        
        
        
        
          2.27%
        
        
        
        
        
        
        
      
    
    

The Extraordinary General Meeting

At the Extraordinary General Meeting, approximately 98.01% of the issued ordinary share capital of NDS was represented and the votes approving the special resolution relating to the scheme of arrangement, the related reductions of capital, the amendments to NDS’s articles of association and certain other related arrangements as detailed in the scheme document were as follows:

    
      
        
        
        
           
        
        
           
        
        
           
        
        
          For
        
        
           
        
        
           
        
        
           
        
        
          % of Total
        
        
           
        
        
           
        
        
           
        
        
          Against
        
        
           
        
        
           
        
        
           
        
        
          % of Total
        
        
           
        
        
           
        
        
           
        
        
          Abstain
        
        
           
        
        
           
        
        
           
        
        
          % of Total
        
        
           
        
        
           
        
        
        
      
      
        
          Number of votes
        
        
        
        
        
        
        
        
          427,736,645
        
        
        
        
        
        
        
        
          100.00%
        
        
        
        
        
        
        
        
          1,644