Media Center: Press Release
NDS Shareholders Approve Proposed Transaction to Take NDS Private
Results of Court Meeting and Extraordinary General Meeting
NEW YORK and LONDON – January 13, 2009: 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 |
<0.01% |
14,101 |
<0.01% |
Copies of the resolutions passed at the Court Meeting and the
Extraordinary General Meeting will be available for inspection
at the offices of Weil, Gotshal & Manges, One South Place,
London EC2M 2WG, upon request.
Expected Timetable
Completion of the transaction remains subject to the satisfaction
or waiver of the conditions set forth in the scheme document,
including the sanction of the scheme of arrangement by the Court.
The Court Hearing to sanction the scheme of arrangement is expected
to take place on January 27, 2009, and the Court Hearing to confirm
related reductions of capital is expected to take place on February
4, 2009. The scheme is expected to become effective shortly thereafter.
As previously announced by NDS, all other regulatory approvals
required for the completion of the transaction have been received.
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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Cautionary Statement Concerning Forward-looking Statements
This document 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.
For further information:
| NDS |
|
| Yael Fainaro (Investor Relations) |
|
| Tel: +44 20 8476 8287 |
|