European Commission Approval of the Proposed Transaction to Take NDS Private
22 Dezember 2008 - 3:56PM
Business Wire
NDS Group plc (Nasdaq:NNDS) today announced that the European
Commission has given unconditional clearance for the proposed
transaction pursuant to which News Corporation and two newly
incorporated subsidiaries of funds advised by Permira Advisers LLP
(the "Permira Newcos") would acquire all issued and outstanding NDS
Series A ordinary shares for per share consideration of $63.00 in
cash. If the proposed transaction is consummated, the Permira
Newcos and News Corporation would own approximately 51% and 49% of
NDS, respectively. The clearance represents the final regulatory
approval needed for the completion of the transaction. The proposed
transaction remains subject to certain conditions set forth in the
implementation agreement signed by the parties, including the
receipt of NDS shareholder approval. The shareholders of NDS are
scheduled to vote on the transaction on January 13, 2009. Subject
to the satisfaction of the closing conditions, the transaction is
expected to be completed in early February 2009. About NDS NDS
Group plc (NASDAQ:NNDS), a majority owned subsidiary of News
Corporation, supplies open end-to-end digital technology and
services to digital pay-television platform operators and content
providers. See www.nds.com for more information about NDS. # # #
Additional Information Filed With the SEC NDS has filed with the
Securities and Exchange Commission a proxy statement in connection
with the proposed transaction. The proxy statement has been sent or
given to the shareholders of NDS. Before making any voting or
investment decision with respect to the transaction, investors and
shareholders of NDS are urged to read the proxy statement and any
other relevant materials filed with the SEC because they contain
(or will contain) important information about the transaction. The
proxy statement and any other documents filed by NDS with the SEC
may be obtained free of charge at the SEC's website at www.sec.gov.
You may also obtain these documents, free of charge, from NDS'
website (www.nds.com) under the tab "Investor Relations", then
under the heading "Financial Information", and then under the item
"SEC Filings". NDS and its directors, executive officers and other
members of its management and employees may be deemed to be
participants in the solicitation of proxies from its shareholders
in connection with the proposed transaction. Information concerning
the interests of NDS' participants in the solicitation, which may
be different than those of NDS shareholders generally, is set forth
in NDS' proxy statements and Annual Reports on Form 10-K,
previously filed with the SEC. Cautionary Statement Concerning
Forward-looking Statements This announcement may contain certain
�forward-looking statements� within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are
based on management�s views and assumptions regarding future events
and business performance as of the time the statements are made.
Actual results may differ materially from these expectations due to
changes in global economic, business, competitive market,
regulatory and other factors. More detailed information about these
and other factors that could affect future results is contained in
our filings with the US Securities and Exchange Commission. Any
�forward-looking statements� included in this document are made
only as of the date of this document and we do not have any
obligation, nor do we undertake, to publicly update any
�forward-looking statements� to reflect subsequent events or
circumstances, except as required by law.
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