EXHIBIT 99.1
2001, year one of the new millennium
2001, year one of Vivendi Universal
This new company has become a reality thanks to you, the shareholders, who voted
overwhelmingly--96.6%--in favor of the merger of Vivendi, Canal+ and Seagram.
What made this vote even more significant is the record-breaking turnout at the
truly "extraordinary" shareholders' meeting, at which 183,000 of you voted.
For the first time, a French group has elevated itself to a position among the
world leaders in media and communications, just as it had already done in
environmental services. Our vision is a powerful one--to provide entertainment,
information and services to consumers on all of their communication devices.
This new and exciting chapter in the history of our company is one we shall
continue writing together.
I am extremely grateful to you for your enthusiasm and loyalty.
Jean-Marie Messier,
Chairman and CEO
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EXTRACTS FROM JEAN-MARIE MESSIER'S SPEECH AT VIVENDI'S EXTRAORDINARY
SHAREHOLDERS' MEETING, DECEMBER 5, 2000
While preparing this Shareholders' Meeting over the past few weeks, I have seen
the number of voters increase day after day. So much so, that I wanted to start
my talk by saying "You're just wonderful!"
You really are tremendous. Our meeting today has been called for an event: the
creation of Vivendi Universal. A French group is about to become the world's
number two in communications, an industry where, for decades, no European group
has managed to come anywhere close to troubling American domination.
183,000 SHAREHOLDERS VOTE: AN UNPRECEDENTED LEVEL OF PARTICIPATION
But there is another totally unexpected event within this event. There are seven
thousand of you here this evening for the Shareholders' Meeting, which is a
record in Vivendi's history, over twice as many as in April. What's more, we
generally register an average of forty thousand votes at our Shareholders'
Meetings, but about one hundred and eighty-three thousand of you want to vote on
this fantastic project. That's right: one hundred and eighty-three thousand
Vivendi shareholders are voting this evening. That's four or five times the
usual number to vote by proxy, and four or five times the usual number to vote
by correspondence.
This unprecedented level of shareholder participation is a wonderful reward for
us, a real demonstration of shareholder democracy.
(...) Over and beyond the figures and the quorums, it shows that you all have
a very strong feeling of belonging, that you have sensed the full importance of
the stakes that have brought us here today, to witness the birth of a project,
the like of which is rarely seen.
This Shareholders' Meeting, which is "extraordinary" in more ways than one,
starts a new chapter in the history of our group. 2001, the first year in the
new millennium; 2001, the first year of Vivendi Universal. And the chapter is
founded on a strong and steadfast vision.
We have constantly stated our deeply-held belief that the quality of life of the
world's people in the twenty-first century will be tied to two major issues:
protecting the environment, and the spectacular explosion of communications in
all forms. We have also constantly restated our mission: in relation to these
two issues, Vivendi intends to be a player on a global scale. This objective has
been fully achieved as regards the environment. Vivendi Environnement is the
undisputed leader worldwide. This powerful company has the solid base of almost
a century and a half of experience.
(...) But who would have thought it possible--who could ever have
dreamt--that, in communications, from the first foundation stones laid by Guy
Dejouany, we would reach the event that has brought us here today: the creation,
through the friendly merger between Vivendi, Seagram and Canal+, of Vivendi
Universal, which will
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weigh in ahead of such communications giants as Disney, CBS-Viacom and the
Murdoch group, News Corp.
Before the AOL and Time Warner merger takes place, which will be in a few weeks'
time at best, Vivendi Universal will enter the new century and millennium as the
world leader in communications.
What a symbol for our future ambitions. And what a response to the skeptics, the
naysayers, and those who want to stay in their own backyard. To all of them,
Vivendi Universal will demonstrate that it is possible to be both French and
global, and that defending the French culture sometimes means stepping out for a
breath of fresh air. This ambition was made possible by you, our shareholders,
who have always supported our choices actively and loyally, knowing that they
would create value in the long term.
PERFORMANCE OF VIVENDI STOCK
Your loyalty has been rewarded. In the space of four years, our share price has
quadrupled, from 20 to 80 euros on average over recent months. In four years,
our market capitalization has increased sevenfold, and our operating income
tenfold.
This performance is not the result of a financial strategy. We achieved it by
carrying out to the full our job as entrepreneurs, which means knowing how to
take risks and show daring, anticipating change, and seizing opportunities.(...)
Our group has created a great deal of value over the last four years. Even so,
some of you have been worried by the share performance since the announcement of
the merger last June, or by the comments it gave rise to.(...)
After the announcement of a transaction of this size, it is normal and
inevitable that a stock becomes the target of massive arbitrage operations until
the deal is finalized. Several factors influence the share price during such
periods: speculation on the merger premium; uncertainties about the calendar;
the need to make the new group known in new markets.(...)
But the performance of a company's stock is meaningless unless it is compared
with that of its competitors. Both media and telecom stock have been the subject
of a major correction since the beginning of the year, and especially after the
spring. Following a period of excessive highs, we are now going through
excessive lows. For Vivendi, the result is simple: whether you take the period
from January 1 or from June 20, we have basically performed in the same way as
those companies that most closely resemble Vivendi Universal--media
companies--and we have performed much better than telecom companies.
Having said that, for the future, our objective is not to do as well as our
competitors, but to do significantly better than them for a long time to come.
We are convinced that the merger will create a great deal of value for our
shareholders, and will continue to do so for many years. If we at Vivendi were
not convinced of that, I would not be putting the merger to the vote today. If
the
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shareholders of Seagram were not convinced of that, they would not have
approved it. Among those shareholders is the Bronfman family, which is investing
the family fortune of several generations in Vivendi Universal. That is a
powerful signal of confidence in our group's growth potential, and in the
potential of our stock.
A MERGER THAT MAKES SENSE
(...) This merger makes sense. Its main strength is that it is a friendly
transaction. All three partners wanted it, because all three believe it is a
tremendous lever for growth.
For Vivendi, it is the decisive step in our strategy to become a world leader in
communications. We have a strong presence in publishing, the media, PC games,
and trade information through Havas; in fixed and mobile telephony through
Cegetel; in the Internet through VivendiNet and Vizzavi; and in pay television
through our partnership with Canal+.
What we don't have is the content that is vital for tomorrow's Internet world:
music, above all, followed by film, in part. We are also too exclusively
European. We don't have the world's biggest market: the U.S. Seagram brings us
all that. As for the merger with Canal+, it's the logical conclusion of a long
collaboration between the two companies. Canal+ brings an essential element to
Vivendi Universal: digital television, which will soon be one of the major ways
of accessing the Internet, and no doubt one of the most profitable.
(...)Another thing that makes sense in this merger is that we share a common
vision: that the world of communications is set to undergo a very real
revolution with the appearance of the high-speed Internet. What that means is
that all forms of content, including music and film, will be streaming onto all
the devices we use daily. The frontiers between these devices will become
increasingly fuzzy: you will order films on demand, games, and products on your
television; you will listen to a live debate or concert on your PC; and on your
mobile phone, you will scroll through video clips or trailers for the week's new
films before clicking to reserve a seat in the movie theater nearest your home
or anywhere you happen to be, which your mobile will have identified all by
itself!
In our common vision, consumers won't have to take any interest in technology.
We alone have to manage the technological complexity and offer them the easiest
service to use. Vivendi Universal is not--and will never be--a
technology-focused company. Our focus is on service to consumers and customers,
on making their life easier, richer, more exciting, and more practical.
In our common vision, tomorrow's world will be far from uniform. It will be
multicultural, inter-linked, and rich with differences. It will be an open
world, a world of cultural diversity. Music is the best example of this: popular
culture PAR EXCELLENCE, it is both a universal language and the vibrant
expression of a given local culture. It lets all young people worldwide pulse to
the same rhythm by listening to the greatest international hits. At the same
time, however, demand for local, national and cross-cultural music is
increasingly strong. Because of its own diversity, Vivendi Universal
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will doubtless be the global company best able to understand and promote this
multicultural world, open to all cultures and their diversity.
That will be our strength, and also a source of pride.
VIVENDI UNIVERSAL: THE RESOURCES FOR STRONG GROWTH
This merger creates value through one group, Vivendi Universal, whose prospects
for growth are outstanding.
What will we start with in communications? About seventy-five thousand employees
(more than forty thousand in Europe, and thirty thousand in North America),
generating pro forma revenues of almost 25 billion euros at the end of 2000, and
pro forma EBITDA of 3.2 billion euros in the consolidated businesses alone.
More importantly, Vivendi Universal will have the resources for exceptionally
strong growth in both revenues and operating margins.(...)
Over and beyond the significant cost savings that we fully intend to achieve,
the merger will offer us the possibility of numerous revenue synergies--the
creation of new businesses, products and services. Thanks to the great progress
made by our teams, we can already estimate that these will represent additional
EBITDA of 220 million euros in 2002, and more than 400 million euros in 2003.
(...) These figures are based on dozens of projects that have already been
identified and for which operating responsibility has already been set in place.
The figures are reliable and concrete.
(...) We are therefore very comfortable with our business and financial
performance forecasts, irrespective of the economic climate in the next two
years.
We owe this in part to our move toward subscription models in our access
businesses (television and telecommunications). It comes at just the right time,
because with the high-speed Internet, everyone will be able to have immediate,
and almost limitless, access to film libraries, music catalogs, and information.
This will enhance the value of the content. In addition, the business
models--the profit-generating ones, at any rate--will increasingly give ground
to more flexible and complete subscription offers.
This is a business we know inside out.
(...) Moreover, our group will have a very sound financial footing in
communications, probably the best of all its competitors. With share capital
amounting to more than 50 billion euros, after the disposal of Seagram's spirits
and wine business, Vivendi Universal is expected to have zero net debt on
January 1, 2001 on a pro forma basis. Thanks to our free net cash flow and the
opportunities to dispose of some holdings, such as our stake in BSkyB, we will
have an additional war chest of 10 billion euros for 2001-2002 before the first
euro of debt, and without the creation of new shares. That means we will have
the resources to pursue the growth of our businesses in an especially healthy
and efficient way.
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On these very sound bases, which differentiate us strongly from our competitors,
I have no hesitation whatsoever in saying that the current level of our share
price, which has been very adversely affected temporarily by arbitrage
operations on the U.S. and European indexes, does not reflect the true value of
Vivendi's businesses, nor does it reflect the future prospects of Vivendi
Universal.
2000-2002 GROWTH OBJECTIVES: REVENUES UP 10% ANNUALLY
EBITDA UP 35% ANNUALLY
VIVENDI UNIVERSAL: THE COMPANY WITH ALL THE TALENTS
So that's the financial position your group will have. Over and beyond that,
though, as you know, Vivendi Universal will be the company with all the talents.
You know Vivendi's businesses, and those of Canal+. We talked earlier about
film. Let me turn now to music, Seagram's core business. With Universal Music,
we will be number one worldwide, with operations in more than sixty countries,
and leader in the majority of our markets (number one in the U.S., France,
Germany, the U.K., Brazil, etc.). We will be leader not only in pop music, but
also in classical music and jazz, with the best-known labels. In the 1999/2000
period, sixty-five artists each sold more than a million albums. With more than
eight hundred thousand titles, Universal Music has the world's largest music
catalog, including Johnny Hallyday, Jessye Norman, Shania Twain, and Elton John.
In France, artists include such classics as Montand, Brassens and Brel, but also
contemporary artists such as Faudel, Khalel, Mylene Farmer, and Florent Pagny.
(...)
The businesses, the figures, value creation, our products--we still haven't
mentioned our most important source of wealth: the men and women who form, and
will continue to form, the Vivendi Universal teams. Everyone knows that the
success of a merger of this scope depends first and foremost on the people
involved and their ability to get along, understand each other, and work
together. Since June 20, our teams have indeed been working together. I have to
say that the ease, warmth, and professionalism of these meetings have been
astounding. We are all set. Vivendi Universal will not simply be a juxtaposition
of separate businesses. We intend to form an integrated group, supported by a
world-class, highly professional and enthusiastic team. This team won't be just
Edgar Bronfman Jr., Eric Licoys and Pierre Lescure. Other members of the team
are Doug Morris, for music; Agnes Touraine for publishing; Barry Diller, for
television, with USA Networks; Denis Olivennes, for Canal+; Ron Meyer and Stacey
Snider for film; Philippe Germond for the Internet; and Frank Esser for the
telecoms.
Many others deserve equal mention, not forgetting all the teams of Henri
Proglio. These talents and people are our strength.
They are united within a diversified internal culture that respects everyone's
differences but provides strong, shared values: customer focus, creativity,
teamwork, ethical standards, and responsibility toward our communities.
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I'd like to say a little more about responsibility toward our communities, which
is now, more than ever, a fundamental corporate value for Vivendi Universal. It
is demonstrated in a concrete and ambitious way through employee shareholding,
social dialogue, youth employment and the Vivendi Foundation.
BEST INTERNATIONAL PRACTICES OF CORPORATE GOVERNANCE
(...)
o Our board of directors will reflect the international nature of our
group. Eight directors out of twenty will be non-French. The board will also be
very independent, with fourteen independent directors out of twenty, meaning
they are non-executive directors who do not represent any major shareholders or
financial or trading partners.
o Double voting rights will be eliminated to ensure that all shareholders
benefit from equal treatment.
o The possibility of launching a capital increase will be eliminated in
the event of a public offering: the possibility was eliminated this year, and
will not be reintroduced.
o The period during which share trading must be frozen in order to
exercise voting rights will be reduced from five days to one day.
o As for the mechanism aimed at proportionalizing votes based on the
number of voters at Shareholders' Meetings, it is not intended that this be
permanent. As soon as we manage to increase the level of voting participation,
with a target of 60 per cent of votes represented, we will be able to eliminate
it.
(...) This series of measures boosts us to the highest international standards
of corporate governance, and should, I hope, meet the requirements expressed by
the most demanding French and international investors.
That, ladies and gentlemen, is what I wanted to share with you before submitting
our wonderful Vivendi Universal project to your vote.(...)
If I were a producer, I would say: "The screenplay for 'LOOKING TO THE FUTURE'
is ready. The cast is just great. Let's start the cameras rolling.
If I were a conductor, I would say: "The orchestra is in place, all of the
musicians know their scores and the instruments are ready to play together and
support one another. Let's raise the baton."
If I were a writer, I might quote the poet Rene Char: "There are only two ways
of living: you can dream your way through life, or you can fulfill your dream."
Let's fulfill our dream.
If I were a general, I would say, "There is something more powerful than all the
armies in the world--a timely idea."
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If I were Aime Jacquet [the manager of the World Cup-winning French soccer
team], I would tell you once again of how great it is for a team to achieve
something that many thought impossible.
I'm none of those things. I just want to make you understand my gratitude and my
confidence.
Vivendi Universal will be a very big house, full of life, multi-faceted, rich in
talent and cultures. A house that is proud of its ambiance, filled with music,
books, and films. A house where it is good to live, talk, communicate, and learn
new things. You, the shareholders, hold the key to this big house in which it
will be so good to live. So, if you're ready, let's turn the key and open the
door to Vivendi Universal together.
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THE VIVENDI EXTRAORDINARY SHAREHOLDERS' MEETING
SEAGRAM
Extracts from Edgar Bronfman, Jr.'s comments
I am speaking to you from Montreal, where the Seagram shareholders' meeting has
been held. I am very pleased to inform you that over 90% have voted in favor of
the merger with Vivendi and Canal+. This overwhelming approval is proof that our
shareholders strongly favor the merger, which is the culmination of Seagram's
strategy to transform itself into one of the world's leading entertainment
companies. Universal brings the new company some fantastic businesses: Universal
Music Group, the world's largest and most successful music business; a rapidly
growing theme park business; profitable television businesses, including a stake
in USA Networks; and a motion picture business, Universal Studios, which this
year and last has shattered all its previous box office records.
Vivendi Universal offers shareholders tremendous growth prospects--stronger
growth than the three companies could have achieved as stand-alone businesses.
Vivendi Universal is a fully integrated media and communications company that
will provide an array of entertainment and information unmatched by any of its
competitors.
In the new world of total mobility, consumers will access content anywhere, any
time, over any device or platform.
I am excited at the prospect of working along side Jean-Marie Messier and the
rest of the Vivendi Universal management team to develop this great company.
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CANAL+ ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING OF DECEMBER 8, 2000
Extracts from Pierre Lescure's speech
The world of Vivendi Universal is the same as that of Canal+. But it is bigger
and richer, more solid and more international, with market shares to conquer and
opportunities to be seized more easily.
In the future, the TV and Film business unit, led by the teams of Canal+ and
Universal Studios, will set the world's standard in the image-based
entertainment industry; its brands and labels will be household names
everywhere. You will be proud of Canal+, just as I am already proud of Canal+,
Universal Studios and Vivendi Universal.
Yes, I am proud of Canal+ and Universal Studios. Through major investments, we
have put in place a series of coherent and outstanding resources for the
television of tomorrow. We began with the acquisition of Nethold in 1996. Other
milestones include the launch of our European studio project, which culminated
in the creation of StudioCanal, the rapid introduction of digital broadcasting,
and the commercial growth of Canal+ Technologies outside France. I see in
Universal Studios a mirror image of our ongoing consolidation of our business's
foundations. Over the last few years, the studio's stature has been firmly
established; it has negotiated long-term distribution agreements, developed
foreign theme parks and invested in the creation of new channels. And we will be
able to amortize the investments even faster because of the content synergies
with the music and electronic publishing businesses and the new methods of
distribution that form the pillars of Vivendi Universal.
I know that, not only will we succeed right down the line, but that we are in
the best position to move faster than anyone else because recognized creativity
and a well-established reputation are inevitably accompanied by more customers
and greater profitability. This is true of all sectors, including film.
Vivendi Universal is the start of something new for you and for us; it stands on
the best foundations, the ones we have built, with your unending support.(...)
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QUESTIONS AND ANSWERS
ON WHICH STOCK EXCHANGES IS VIVENDI UNIVERSAL LISTED?
Beginning December 11, 2000, Vivendi Universal shares are traded on the main
market of EuronextParis; American Depositary Shares (ADS) are traded on the New
York Stock Exchange; and exchangeable shares are traded on the Toronto Stock
Exchange.
WHAT HAPPENS TO MY VIVENDI SHARES AS A RESULT OF THE VIVENDI UNIVERSAL LISTING?
Each of your Vivendi shares has been converted automatically into a Vivendi
Universal share. You don't need to do anything.
WHAT HAPPENS TO MY CANAL+ SHARES AS A RESULT OF THE VIVENDI UNIVERSAL LISTING?
For each Canal+ share, you have received two Vivendi Universal shares and you
keep one Canal+ SA share. From now on, the entire business of Canal+ SA will be
the production and distribution of the French pay-TV channel.
IS THE SICOVAM CODE FOR VIVENDI UNIVERSAL STOCK DIFFERENT FROM THE CODE FOR
VIVENDI STOCK?
Yes. Since December 11, Vivendi Universal's shares have been assigned
12777 as their Sicovam code.
The code for Vivendi Universal shares benefiting from free safekeeping service
until the end of December 2000 (1999 public offering) is 12778.
The codes for other securities (share subscription warrants, bonds, Oceane)
remain unchanged.
WHAT WILL BE THE TAX IMPACT OF THE MERGER FOR VIVENDI SHAREHOLDERS?
The merger will have no adverse tax impact for Vivendi shareholders. In fact,
the transaction whereby one Vivendi share is exchanged for one Vivendi Universal
share will benefit from a deferment of capital gains tax. Individual
shareholders in France will not be required to take any form of action with
regard to their tax office.
Any possible net gain when Vivendi Universal shares are sold will result from
the difference between the selling price of Vivendi Universal shares and the
purchase price of exchanged Vivendi shares.
WHAT WILL BE THE TAX IMPACT OF THE MERGER FOR CANAL+ SHAREHOLDERS?
For Canal+ shareholders, the Vivendi Universal shares obtained will be
considered as having a zero purchase value, and the exchange will benefit from a
deferment of taxation.
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If the Vivendi Universal shares acquired in this way are later sold, the net
gain will be the equivalent of the selling price net of fees, in the knowledge
that Canal+ shares may conceal a latent capital loss.
WILL THE TERMS FOR EXERCISING AND ALLOCATING WARRANTS AND OCEANE BE CHANGED?
The listing of warrants and the exchange of Oceane was suspended from December
1, 2000 until December 14, 2000 inclusive.
The terms for exercising and allocating warrants and Oceane remain unchanged:
- with 40 share subscription warrants, you can subscribe to 3.05 Vivendi
Universal shares for a total amount of 137.20 euros.
- with one Oceane, you obtain 3.047 Vivendi Universal shares.
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YOUR DATES WITH VIVENDI UNIVERSAL
CALENDAR
SHAREHOLDER WORKSHOPS
ON THE STOCK EXCHANGE
Saturday, February 24, 2001 in Rennes
Saturday, March 10, 2001 in Paris
Saturday, March 24, 2001 in Montpellier
Saturday, March 31, 2001 in Paris
Saturday, April 28, 2001 in Paris
Mastering the Internet
in the Shareholder Reception Area at the Paris headquarters
Using the Internet
Wednesdays, from 2:30 to 4:30 p.m.
The Internet and the stock exchange
Mondays, from 2:30 to 4:30 p.m.
To register, call our toll-free number
0 805 806 807
(Free from a fixed phone anywhere in France)
TRADING INFORMATION
New Sicovam Code: 12777
Since the merger was announced, Vivendi Universal shares have performed slightly
better than media shares as a whole and much better than telecom shares.
Vivendi Universal, from June 20 to December 13, 2000
Vivendi Universal shares down 11.18% Media sector down 12.91% Telecoms sector
down 25.13%
(Graph showing prices at the following dates)
June 20 June 28 July 6 July 17 July 25 August 2 August 10 August 18
August 28 Sept. 5 Sept. 13 Sept. 21 Sept. 29 Oct. 9 Oct. 17 Oct. 25
Nov. 2 Nov. 10 Nov. 20 Nov. 28 Dec. 8
SHAREHOLDER INFORMATION
www.vivendiuniversal.com
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Toll-free number
0 805 806 807
Free from a fixed phone anywhere in France
Securities Department
0 801 83 80 93
Local calling charge applies from a fixed phone anywhere in France
