Tandberg TV buys part of NDS.........................
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September 24, 1999 13:10
-NDS: TANDBERG Television ASA agreed acquisition of NDS' digital TV products business
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M2 PRESSWIRE-24 September 1999-NDS: TANDBERG Television ASA agreed acquisition of NDS' digital TV products business (C)1994-99 M2 COMMUNICATIONS LTD
LONDON, U.K. -- TANDBERG Television has entered into an agreement to acquire from a subsidiary of News Corporation all the assets of NDS' Digital-TV products business, the Digital Broadcasting Business (DBB), a subsidiary of The News Corporation group. The consideration of GBP170 million will be financed partly by cash and partly by the issue of TANDBERG Television shares. An affiliated company of News Corporation will subscribe for 10.564 million shares in TANDBERG Television in a directed issue. It is the intention that The News Corporation will own approximately 20% of the share capital of TANDBERG Television following the transaction. A lock-up period of 12 months for these shares has been agreed.
Overview of DBB
DBB is a leading provider of digital video compression encoders, multiplexers and modulation products, and holds strong positions in the global markets for large satellite DTH systems, terrestrial networks and mobile news gathering solutions. The company has a global sales and marketing team of more than 100 professionals and staff with offices in Europe, the US, Hong Kong and Australia. DBB has a long track record of innovation and has contributed to many of the major breakthroughs in digital broadcasting technology. DBB commits significant resources to R&D, holds a portfolio of more than 750 patents and is member of many international standards groups.
The customer portfolio includes leading broadcasting and telecom organisations such as the BBC, NTL, China Satellite, BT and Reuters as well as the majority of News' affiliated broadcasters, including, StarTV, SkyLA as well as BSkyB.
Background to the transaction
This new business combination positions TANDBERG Television to address future challenges in the Digital-TV market, and will strengthen the competitiveness of TANDBERG Television with a comprehensive value-added service offering to the global market. The principal benefits arising from the business combination are:
Combination of complementary product lines that will offer a more complete offering to customers
Significantly larger business achieving critical mass in the markets addressed
Synergies in sales, marketing and R&D through spreading costs over a larger base
Improved global distribution capabilities and increased competitiveness through economies of scale
Strong potential for further international expansion, both organically and through acquisitions
Upon completion of the transaction, NDS will continue to focus on growing its software and solutions business for digital television broadcasting and Broadband Internet applications. NDS will continue to offer Conditional Access, set-top-box operating software and applications, broadcast control software solutions, extensive end-to-end system integration, customer support, subscriber management software, and business consulting. NDS already provides CA to over 14 million pay-TV subscribers world-wide, provides set-top-box software to over 2 million subscribers, and sophisticated head-end broadcast control software solutions to many leading digital broadcasters.
TANDBERG Television and NDS will continue to work closely following the transaction. NDS will be a large customer of TANDBERG Television and the two companies will co-operate on supporting their existing customers, fulfilling large systems integration contracts, bidding jointly for new business and on further development of several jointly owned products Abe Peled continues as Chief Executive of NDS and will also be proposed as Deputy Chairman of TANDBERG Television. Dr Mike Windram, NDS Senior Vice President will be proposed as a non-executive Board member of TANDBERG Television. Arne Graee, the CEO of TANDBERG Television will continue as the CEO of the combined company.
About NDS
NDS provides open solutions that enable the delivery of entertainment and information to TVs and PCs. The company supplies the leading technology, products and services to enable businesses to profit from the emergence of interactive digital television and its intersection with the Internet via data broadcasting and e-commerce. NDS' solutions are built on its recognised leadership in smart-card based security, encryption and digital broadcast head-end software systems and are supported by its extensive systems integration and customer support capabilities.
NDS, headquartered in the UK with offices world-wide, is providing its advanced technologies, products and services to a number of the current and planned cable, satellite and terrestrial broadcasting systems around the world. Over 14 million subscribers around the globe use NDS conditional access systems to receive Pay-TV satellite and cable services. The company continues to make a major commitment to R&D, with a number of employees dedicated to pioneering development work at research centres in Israel and the UK.
NDS is a subsidiary of News Corp, a leading global media company. NDS is on the World-Wide-Web at nds.com
About TANDBERG Television ASA
TANDBERG Television ASA is a Norwegian technology company listed on the Oslo Stock Exchange specialising in products and systems for handling and transmission of digital TV signals.
TANDBERG Television has been actively involved in the development and marketing of professional TV broadcast solutions since 1984. The company was a pioneer and leading supplier of equipment based on the MAC/packet broadcasting systems. The in-depth understanding of TV broadcasting systems and digital signal handling acquired while working with MAC/packet systems has been used to provide flexible and future proof solutions for MPEG-2/DVB TV distribution systems. Current customers include Canal +, BBC, France Telecom, NTL, Cable & Wireless, Telenor Satellite Services, Telia, TeleDanmark Cable, Echostar.
Morgan Stanley Dean Witter is advising NDS. Alfred Berg is advising TANDBERG Television.
CONTACT: Gay Platts/David Bramley, Platform Tel: +44 (0)181 964 9149 e-mail: mail@platform.demon.co.uk Margot Field, NDS Tel: +44 (0)181 476 8158 e-mail: mfield@ndsuk.com Dr. Abe Peled, CEO/Rick Medlock, CFO/Dr. Mike Windram, Senior VP, NDS Tel: +44 (0)181 476 8000
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