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MUMBAI:
NDS Group Limited ("NDS"), News Corporation and Permira
Advisers LLP ("Permira") are pleased to announce that
the scheme of arrangement to effect the going private transaction
of NDS has now become fully effective. The effectiveness of the
scheme results in two subsidiaries of funds advised by Permira (the
"Permira Newcos") and News Corporation owning approximately
51% and 49% 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.
The
last day for trading in ADSs was February 4, 2009. The per share
consideration of $63.00 in cash is scheduled to be sent to NDS shareholders
and holders of ADSs shortly.
The
independent committee of the board of directors of NDS was advised
by Citigroup Global Markets Limited and Weil, Gotshal & Manges
LLP. NDS was advised by Morgan Stanley & Co. Limited and Allen
& Overy LLP. News Corporation was advised by J.P. Morgan Securities
Inc., Skadden, Arps, Slate, Meagher & Flom LLP and Hogan &
Hartson LLP. The Permira Newcos and Permira were advised by Goldman
Sachs International, Clifford Chance LLP and Fried, Frank, Harris,
Shriver & Jacobson LLP.
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