NDS Announces Acquisition of Jungo ltd., a Leading Provider of Software for Residential Gateways

Highlights:

• Jungo brings to NDS its vast experience in embedded software for home networks and IP service delivery devices
• Acquisition enhances NDS’ position in the growing broadband television market
• Jungo’s products and expertise further accelerate introduction of new end-to-end solutions for the converging broadcast/broadband market
• Jungo’s market presence in major telcos will help NDS promote its Synamedia IPTV system offerings.
• Total consideration of up to $107.5 million in cash

London, UK – December 4 2006

NDS Group Plc, the leading provider of technology solutions for digital pay-TV, today announced the acquisition of 100% of the share capital of Jungo Ltd, a leader in residential gateway software, for an aggregate consideration of up to $107.5 million in cash. This includes $17 million of earn-out payment contingent on the attainment of certain fiscal targets for the 12-month period following completion. Completion is expected to occur during the first calendar quarter of 2007.
Jungo’s numerous innovations include OpenRG TM , a complete and integrated middleware software platform for deployment on network devices in the digital home and small office including triple play residential gateways, home/SOHO routers, wireless access points, cable/DSL routers and voice gateways. Jungo’s customers are leading residential gateway manufacturers like Actiontec, Cisco, Pirelli, Sagem and Siemens, who sell their residential gateways to major broadband pay-TV operators such as France Telecom, NTT, Qwest, Telecom Italia, Verizon and others.

Residential gateways, have grown in sophistication, and are increasingly deployed by telcos as the main service termination point in the customer premises for the delivery of a variety of value added services including broadband data, IPTV, voice over internet protocol (VoIP) telephony, video telephony and convergent wireless/wireline telephony. The residential gateway and the software contained in it act as the interface between the broadband network and the various consumer electronic devices that are attached in the home network including IPTV set-top boxes.

The residential gateway plays a key role in controlling the quality and management of the individual services, such as video, data and telephony. Providing the key underlying software for both the residential gateway and the set-top box will allow NDS to offer a unique solution for an enhanced, optimized and managed video over broadband service. In addition, the collaboration between the two devices in the home network will accelerate the introduction of new and innovative convergent services such as enabling the set-top box to access music, video and pictures stored on PCs in the home network, archiving of digital content stored on the DVR and video conferencing via VoIP.

Jungo is a profitable and fast growing company. In the nine months ending 30 September 2006 the company’s revenues grew by more than 100 percent to USD 11.4 million.

Dr Abe Peled, NDS President and CEO said, “The acquisition of Jungo positions NDS to better serve the ever-increasing need of pay-TV and telecom network operators to offer reliable video over broadband services. We are extremely excited about joining forces with the Jungo team to achieve our shared vision of securing and enabling content any time anywhere and on any device. We are of course committed to serving all of Jungo’s current customers after the transaction closes, as well as helping the Jungo team expand their market penetration worldwide.”

Jungo will continue to operate as a separate unit within NDS under the leadership of the current management team. It will focus its activities on the residential gateway software market while closely collaborating with other NDS business groups to forge stronger relationships with broadband customers and to offer new and innovative end-to-end solutions.

Ofer Vilenski, CEO of Jungo, commented, “This is an exciting time for Broadband. Residential gateways are enabling television, data services, telephony and a host of new services to be delivered over IP networks. Our association with NDS will allow both companies to deliver to consumers new and innovative applications and services. We are delighted about joining NDS, and about the confidence our customers will have using our products, now backed by such an accomplished and innovative company. Jungo’s success was made possible by our extremely talented employees, whose expertise and teamwork gave us the ability to define and lead this market.”

Joel Fisch, Director, Intel Capital/Israel, Digital Home Investments and a Jungo investor commented “following our initial investment, Intel and Jungo joined forces to bring Linux-based solutions to the embedded gateway market. Jungo and Intel both continue to derive great value from this long-standing relationship which has served both parties well for the past five years. Intel Capital has supported Jungo in its financing rounds and is pleased to see Jungo become part of NDS, a great company with which Intel works closely.”

Tamir Fishman & Co. acted as an exclusive financial advisor to NDS Group in this transaction and Herzog Fox Neeman as its legal advisor in Israel. Jefferies Broadview acted as an exclusive financial advisor to Jungo, and Ori Rosen & Co. as its legal advisor.

Conference Call
A conference call is scheduled for 1600 GMT (or 1100 EST), Monday, December 4, 2006. The live webcast and conference call will be available at: http://investor.shareholder.com/nds/webcasts.cfm.
Please register for the event now by clicking on the http://investor.shareholder.com/nds/eventdetail.cfm?eventid=32375 link on that page. For those of you who are not able to attend this live broadcast online, the presentation will be recorded and will be available for viewing on the same page three hours following the original broadcast.

An audio replay will also be available on www.nds.com from midday (GMT) December 5, 2006.

About NDS

NDS Group Ltd. creates the technologies and applications that enable pay-TV operators to securely deliver digital content to TV STBs (set-top boxes), DVRs (digital video recorders), PCs, mobiles and other multimedia devices. Over 90 of the world’s leading pay-TV platforms rely on NDS solutions to protect and enhance their business.
NDS’ VideoGuard® is the world’s market-leading content and service protection solution, deployed in 133 million pay-TV households. VideoGuard conditional access (CA) and digital rights management (DRM) technologies safeguard pay-TV service revenues exceeding $50 billion. NDS middleware, which enables a host of advanced services for subscribers, has been deployed on 226 million devices. NDS DVR technology, centred around XTV™, is a leader in the global industry with 49 million units deployed. (Deployment figures as of 30th April 2012).

Headquartered in the UK, with over 5000 employees, NDS remains committed to investing in technology and development with over 75% of its employees dedicated to pioneering work at development centres in France, India, Israel, Korea, UK and US.

NDS Group Ltd. is a private company owned by the Permira Funds and News Corporation. See www.nds.com for more information.

About Jungo

Jungo is a leading provider of software products and solutions that power residential broadband service offerings and connectivity solutions. Our residential broadband products enable 40 million of the world’s residential gateways. Our connected home, application framework and remote management solutions let service providers easily launch value-added broadband services and manage and monitor their delivery. Jungo’s unique home broadband offerings enable service providers to accelerate the introduction of a variety of innovative, revenue generating digital home services, while enhancing their competitive edge and reducing operational costs.
Jungo’s connectivity solutions division offers extensive connectivity software solutions for USB and PCI, including WinDriver™, a driver development toolkit that enables developers to quickly create custom device drivers that can run on a multitude of operating systems without modification, and USBware™, a complete, high-quality embedded USB software protocol stack, allowing device manufacturers to easily incorporate standard USB OTG/Host/Device connectivity in their designs.

Jungo is owned by NDS, a leading global provider of end-to-end software solutions for the pay television industry. Jungo is owned by NDS, a leading global provider of end-to-end software solutions for the pay television industry. To learn more, visit www.jungo.com.

 

By barak in Uncategorized on December 4, 2006