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NDS Acquires Jungo

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LONDON -- 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 earnout 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™, 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, Siemens and Westell, 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 settop 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 settop 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.

NDS Ltd.

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