NDS shareholders approve proposed transaction to take NDS private

On 13 January 2009, the NDS Group announced that at the shareholder meeting convened by the High Court of Justice in England and Wales and at the subsequent Extraordinary General Meeting, both of which took place on 13 January, the shareholders of NDS approved the proposed scheme of arrangement pursuant to which all of the issued and outstanding NDS A ordinary shares would be cancelled,

and approximately 67 percent of the issued and outstanding NDS B ordinary shares (held by News Corporation) would be cancelled, in each case, for per share consideration of USD 63.00 in cash. Additional NDS B ordinary shares will then be issued to two newly incorporated subsidiaries of funds advised by Permira Advisers LLP (the “Newcos”).

If the proposed transaction is consummated, News Corporation and the Newcos would own approximately 49 percent and 51 percent 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 following the proposed scheme of arrangement becoming effective.