News Corp. & Permira Offer To Buy NDS Group

NEW YORK (Reuters) – Rupert Murdoch's News Corp said on Friday it proposed to take set-top box maker NDS Group Plc private for $60 per share in a transaction financed by private equity firm Permira.

The price of the complicated deal, which cuts News Corp's stake in the maker of technology for pay television providers such as BSkyB, reflects a 20.7 percent premium to NDS's American Depositary Shares closing price of $49.70 on Nasdaq on Friday.

News Corp and Permira said the deal actually reflects a 27 percent premium after adjusting for NDS's cash balance of $696 million.

Shareholders of NDS's series A ordinary shares including its ADS would receive about $970 million in total. As of March 31, 2008, there were about 16 million series A ordinary shares, according to U.S. Securities and Exchange Commission filing.

Permira will also pay $60 per share for News Corp's series B shares in a mix of $1.5 billion in cash and a $200 million vendor note, the companies said. The debt financing will be provided by JP Morgan and Morgan Stanley, the companies said.

News Corp owns 72 percent of the equity and 96 percent of the voting power in NDS through its ownership of 100 percent of NDS's outstanding series B shares.

The transaction would leave News Corp with a 49 percent stake. Permira will own 51 percent of NDS.

NDS said it has appointed a committee of directors who are not on News Corp's board to review the deal.

“The transaction has been fully negotiated between News Corporation, Permira and NDS management,” News Corp said. “Permira has completed its due diligence, and all of the third party financing is in place.”

(Reporting by Kenneth Li; Editing by Andre Grenon, Richard Chang)