NDS Announces Agreement in Principle to Take the Company Private

NEW YORK & LONDON--(Business Wire)--
NDS Group plc (NASDAQ:NNDS) today 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% and 49% of NDS, respectively.

The transaction is subject to negotiation and execution of final
legal documentation. The consummation of the transaction would also be
conditioned upon the receipt of certain regulatory approvals, the
approval of the transaction by holders of the NDS Series A ordinary
shares, the approval of the High Court of Justice of England and Wales
and certain other customary conditions. There can be no assurance that
the parties will enter into final legal documentation or that any
transaction will be consummated.

The agreement in principle follows a proposal made by NDS and the
Permira entities on June 27, 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.

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.

Important Additional Information Will Be Filed With the SEC

If and when the parties enter into definitive legal documentation
in connection with the proposed transaction, NDS will file a proxy
statement with the Securities and Exchange Commission. Shareholders
are advised to read the proxy statement if and when it becomes
available, because it will contain important information about the
proposed transaction and the parties thereto. Shareholders may obtain
a free copy of the proxy statement (if and when available) and other
documents filed by NDS at the Securities and Exchange Commission's Web
site at http://www.sec.gov and from NDS.

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 Securities and
Exchange Commission, and in the proxy statement relating to the
proposed transaction if and when it becomes available.

Cautionary Statement Concerning Forward-looking Statements

This document 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.

NDS Group plc
Yael Fainaro (Investor Relations)
Tel: +44 20 8476 8287

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