August 5, 2008 / 1:10 PM / 10 years ago

UPDATE 2-NDS agrees to be taken private by News Corp, Permira

(Recasts; adds details, share movement)

Aug 5 (Reuters) - Set-top box maker NDS Group Plc NNDS.O said it agreed to a sweetened bid by Rupert Murdoch’s News Corp NWSa.N and affiliates of private equity firm Permira [PERM.UL] to be taken private for $63 a share.

“The equity value of the company is $3.7 billion on a fully diluted basis,” said a source familiar with the situation.

The deal represents a premium of about 10 percent over the stock’s Monday closing price of $57.40.

Shares of NDS rose 6 percent to $60.89 in afternoon trade on Nasdaq. News Corp shares were up 2 percent at $14.35 on the New York Stock Exchange.

News Corp and Permira would acquire all issued and outstanding NDS series A ordinary shares, including those represented by American Depositary Shares traded on Nasdaq as part of the deal.

News Corp owned 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 source expected the deal to close “sometime this year” and said it was instigated by the fact that News Corp had “certain tax issues” with NDS.

The Permira entities and News Corp would own about 51 percent and 49 percent of NDS, respectively, after the deal.

On June 27, Rupert Murdoch had proposed to take NDS private for $60 a share, in a deal financed by Permira.

JP Morgan was advising News Corp, Morgan Stanley was assisting NDS and Citigroup was acting as independent advisers, the source said.


Earlier in the day, NDS posted a better-than-expected quarterly profit, helped by 39 percent growth in revenue from new technologies.

Net income for the fourth quarter ended June 30 was $37.1 million, or 63 cents a share, compared with $41.1 million, or 70 cents a share, a year earlier.

According to Reuters Estimates, the company earned 66 cents a share, excluding items, which was above analysts’ average estimate of 57 cents a share.

Total revenue for the quarter rose about 8 percent to $217 million, topping analysts’ average estimate of $202 million. Revenue from new technologies, which includes Internet Protocol Television, gaming applications and residential gateway devices, was $64 million, NDS said. (Reporting by Aftab Ahmed in Bangalore and Douwe Miedema in London; Editing by Himani Sarkar and Deepak Kannan)

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