Back in June News Corporation proposed to buy out other shareholders of NDS Group in league with the Permira Advisers private equity group for $60 per share. The deal is now done, with the price at $63. The pricing was recently approved by the independent directors of NDS, after Citi provided a fairness opinion.
NDS supplies open end-to-end digital technology and services to digital pay-television platform operators and content providers.
When the transaction closes, the Permira companies will own approximately 51% of NDS and News Corp. 49%. Approximately 67% of the NDS Series B ordinary shares now held by News Corporation would be cancelled in exchange for $63 per share in a mix of cash of approximately $1.52 billion and a $242 million vendor note.
"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 capitalize on these new opportunities with a more independent structure and the expertise of Permira," said Abe Peled, Chairman and CEO of NDS.