NDS reports fiscal year, goes private

The group reported revenues of $850.1 million, an increase of 20 per cent over the previous year, while operating income rose 21.8 per cent by the same comparison to reach $195.4 million. The number of active devices protected by NDS conditional access technology hit 90.3 million at the end of last June, whilst there were 92.5 million middleware clients deployed at the end of the period and 13.1 million DVR clients deployed.

Commenting on the performance, Dr. Abe Peled, Chairman and Chief Executive Officer of NDS, said, “Our fiscal 2008 performance has benefited from continued strong execution and key new customer wins. Of particular note are our successful penetration of the German cable and satellite market, and our wins in India and Malaysia. We also extended the terms of our CA contracts with our largest customers. Our reported performance benefited overall from the continued weakness of the US dollar. Unfortunately, as we look into fiscal 2009, the continuing strength of the Israeli shekel will make fiscal 2009 a very challenging year.”

Separately, NDS Group plc announced that the independent committee of its board of directors has reached an agreement in principle with News Corporation and two subsidiaries of funds advised by Permira Advisers LLP on a price at which News Corporation and the Permira entities would acquire all issued and outstanding NDS Series A ordinary shares, including those represented by American Depositary Shares traded on NASDAQ, for per share consideration of $63 in cash. The consummation of the transaction would result in NDS ceasing to be a public company, and the Permira entities and News Corporation owning approximately 51 per cent and 49 per cent of NDS, respectively.

The transaction is subject to negotiation and execution of final legal documentation and conditional upon the receipt of certain regulatory, financial and legal approvals.

The agreement in principle follows a proposal made by News Corporation and the Permira entities on June 27th, 2008 to acquire the publicly held shares of the Company for $60 per share. The independent committee of the board of directors of NDS, advised by Citigroup Global Markets Limited and Weil, Gotshal & Manges LLP, has received an opinion from Citi that the per share consideration of $63 in cash is fair, from a financial point of view, to holders of the Series A NDS ordinary shares, including those in the form of American Depository Shares.

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