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News Corp., Permira Take NDS Private

Conditional-access and interactive-TV-software provider NDS Group, a majority-owned subsidiary of News Corp., was officially taken private in a deal worth an estimated $3.7 billion.

The U.K.-based firm signed an agreement with News Corp. and two newly incorporated subsidiaries of funds advised by private-equity player Permira Advisers under which News Corp. and the Permira entities acquired all issued and outstanding NDS series-A ordinary shares, including those represented by American Depositary Shares traded on the NASDAQ Exchange, for $63 apiece in cash. That is higher than the $60 per share News Corp. and Permira offered in late June.

NDS is no longer public company, and the Permira entities and News Corp. now own approximately 51% and 49% of NDS, respectively.

The transaction is expected to close by the end of the year or early 2009, the companies said.

“With the convergence of broadband and broadcast technology, new frontiers lie ahead for NDS,” NDS chairman and CEO Abe Peled said in a statement. “NDS needs to have the strategic agility and flexibility to enter into any type of value-enhancing transactions. The current ownership structure was imposing certain limitations. Therefore, News Corp. decided to reduce its ownership position in NDS so that NDS can capitalize on these new opportunities with a more independent structure and the expertise of Permira.”