Rupert Murdoch’s News Corp takes set-top box maker NDS private in multi-part deal
28 Jun 2008
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 multipart deal would leave News Corp., publisher of Dow Jones Newswires and The Wall Street Journal, with a 49-per cent stake in the software and access-card provider for DirecTV Group Inc.'s (DTV) satellite-TV service - down from its current 72 per cent stake.
Under the deal, which was proposed to an independent committee of NDS' board, News Corp. and Permira would cancel all of NDS' Class A American depositary shares traded on the NASDAQ at $60 a share.
Then, News Corp. would get $1.5 billion and a $200-million vendor note in return for canceling 68 per cent of its current stake, comprising of Class B shares. Finally, NDS would issue Permira a 51-per cent stake in the company, while News Corp will own the rest.
News Corp currently owns 72 per cent of the equity and 96 per cent of the voting power in NDS through its ownership of 100 per cent of NDS's outstanding Class B shares.
The $60-a-share price reflects a 20.7 per cent 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 per cent premium after adjusting for NDS's cash balance of $696 million.
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."