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Exhibit 99.2
EXECUTION COPY
SHAREHOLDER VOTING AGREEMENT
June 19, 2000
TO: VIVENDI S.A.
Dear Sirs:
RE: PLAN OF ARRANGEMENT INVOLVING SEAGRAM
In consideration of Vivendi S.A. ("Vivendi") entering into a
merger agreement dated the date hereof with, and agreeing to participate in the
plan of arrangement involving, The Seagram Company Ltd. ("Seagram") (the
"TRANSACTION"), this letter agreement sets out the terms on which each
shareholder of Seagram executing this letter agreement referred to herein (each,
a "SHAREHOLDER" and collectively, the "SHAREHOLDERS") undertakes to take certain
actions and do certain things in respect of the Transaction.
The terms of the Transaction are summarized in the Merger
Agreement dated June 19, 2000, among Vivendi, Seagram and the other parties
thereto (the "MERGER AGREEMENT"), and capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Merger Agreement.
1. Each Shareholder hereby represents and warrants to you (and
acknowledges that each of you is relying upon such representations and
warranties) as follows:
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(a) The common shares in the capital of Seagram (the "SHARES") set
forth on Annex I include all Shares held of record, owned by,
or for which such Shareholder has or shares any voting power
or power of disposition, provided that any such common shares
shall cease to be "Shares" from and after such time as such
common shares are transferred to the extent permitted by
Section 2. Except as described in the Schedule 13D, as amended
to the date hereof, of the Shareholders with respect to
Seagram's common shares, such Shareholder is the record and
beneficial owner, has sole voting power, sole power of
disposition and sole power to agree to all of the matters set
forth in this Agreement with respect to the Shares set forth
on Annex I attributable to such Shareholder. Such Shareholder
has good title to the Shares, free and clear of all liens,
pledges, mortgages and encumbrances (other than pursuant to
loan agreements which shall either be terminated or
appropriately modified). As to any Shares that such
Shareholder indicates it does not have such sole powers, such
Shareholder shall use its reasonable best efforts to cause all
of its obligations under this Agreement to be complied with by
any person having such powers. Other than the Shares set forth
on Annex I, no common shares or securities of Seagram are
beneficially owned or controlled directly or indirectly by
such Shareholder (other than as may be issued upon exercise of
employee stock options).
(b) Such Shareholder has the legal capacity (including, if such
Shareholder is a corporation, due corporate authorization) to
execute and deliver this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly
executed and delivered by such Shareholder, and, assuming the
due authorization, execution and delivery by Vivendi, this
Agreement constitutes the legal, valid and binding obligation
of such Shareholder, enforceable in accordance with its terms.
If such Shareholder is married, and the Shares of such
Shareholder constitute community property or otherwise need
spousal or other approval for this Agreement to be legal,
valid and binding, this Agreement has been duly authorized,
executed and delivered by, and constitutes the legal, valid
and binding obligation of, such Shareholder's spouse,
enforceable in accordance with its terms.
(c) Neither the execution and delivery of this Agreement by such
Shareholder, the consummation by such Shareholder of the
transactions contemplated hereby nor the compliance by such
Shareholder with any of the provisions hereof shall (i) result
in any breach of, or constitute a default (or an event which
with notice or lapse of time or both would become a default)
(or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any
of the terms, conditions or provisions of any note, loan
agreement, bond, mortgage, indenture, contract, license,
agreement, lease, permit or other instrument or obligation to
which such Shareholder is
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a party or by which such Shareholder or any of its properties
or assets (including the Shares and the Options) may be bound
(other than pursuant to loan agreements which shall either be
terminated or appropriately modified), (ii) require on the
part of such Shareholder any filing with, or permit,
authorization, consent or approval of, any Governmental Entity
(except filings under U.S. and Canadian securities laws) or
(iii) violate any order, writ, injunction, decree, judgment or
Law applicable to such Shareholder or any of its properties or
assets, excluding from the foregoing such violations,
breaches, defaults or failures to make any filing or to obtain
any permit, authorization, consent or approval which would
not, individually or in the aggregate, impair the ability of
such Shareholder to consummate the transactions contemplated
hereby.
(d) There is no private or governmental action, suit, proceeding,
claim, arbitration or investigation pending before any
Governmental Entity, or, to the knowledge of such Shareholder,
threatened against such Shareholder or any of its properties
or any of its officers or directors, in the case of a
corporate entity (in their capacities as such) that,
individually or in the aggregate, could impair such
Shareholder's ability to consummate the transactions
contemplated by this Agreement. There is no judgment, decree
or order against such Shareholder or, to the knowledge of such
Shareholder, any of its directors or officers, in the case of
a corporate entity (in their capacities as such) that could
prevent, enjoin, alter or materially delay any of the
transactions contemplated by this Agreement, or that could
impair such Shareholder's ability to consummate the
transactions contemplated by this Agreement.
2. Each Shareholder hereby represents and warrants to you and covenants
with you that between the date of this Agreement and the earlier of (i)
the date of termination of the Merger Agreement in accordance with its
terms and (ii) the Effective Date of the Transaction (such earlier date
being the "EXPIRY DATE"), such Shareholder shall not, except as
contemplated by Section 15 hereof, (A) sell, transfer, gift, assign,
pledge, hypothecate, encumber or otherwise dispose (any such event, a
"TRANSFER") of any of the Shares, options to acquire common shares of
Seagram held by such Shareholder as of the date hereof or any common
shares of Seagram arising from the exercise of the Options ("OPTIONS")
or otherwise acquired after the date hereof by such Shareholder (the
"ADDITIONAL SHARES"), or enter into any agreement, arrangement or
understanding in connection therewith (whether by actual disposition or
effective economic disposition due to cash settlement or otherwise),
without having first obtained the prior written consent of Vivendi, in
each case other than (i) Permitted Family Transfers (as defined below),
and (ii) any Shareholder may dispose of any Shares, Options or
Additional Shares by transferring them to a Permitted Transferee (as
defined in the Shareholder Governance Agreement dated the
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date hereof, among Vivendi, the Shareholders and the other parties
thereto (the "Shareholders Governance Agreement")) so long as such
Permitted Transferee agrees in writing with Vivendi to be bound by the
terms and conditions of this Agreement as if such Permitted Transferee
were a Shareholder and notice and a copy of such agreement is
concurrently provided to Vivendi, or (B) grant any proxies or powers of
attorney (other than those contemplated by this Agreement), deposit any
Shares, Options or Additional Shares (collectively, the "OWNED
SECURITIES") into a voting trust or enter into a voting agreement,
understanding or arrangement with respect to such Owned Securities. A
Shareholder shall provide notice (including the aggregate Current
Market Value of all such Transfers) to Vivendi upon the making of any
Permitted Family Transfer. "Permitted Family Transfers" means Transfers
of Shares having a Current Market Value (as defined in the Shareholder
Governance Agreement) of no more than $100,000,000 in the aggregate
(determined for any Transfer on the applicable transfer date).
3. Each Shareholder hereby undertakes from time to time, until the Expiry
Date:
(a) to vote (or cause to be voted) all the Shares and the
Additional Shares at any meeting of the shareholders of
Seagram, and in any action by written consent of the
shareholders of Seagram (i) in favour of the approval,
consent, ratification and adoption of the Transaction (and any
actions required in furtherance thereof), (ii) against any
merger agreement or merger, reorganization, consolidation,
amalgamation, arrangement, business combination, share
exchange, liquidation, dissolution, recapitalization, or
similar transaction involving Seagram (including, for greater
certainty, a Seagram Acquisition Proposal or a Seagram
Superior Proposal) (other than the Merger Agreement, the
Transaction and any other agreement or transaction involving
Vivendi or its Affiliates) and (iii) against any action that
would impede, interfere with, or discourage the Transaction
and against any action that would result in any breach of any
representation, warranty or covenant by Seagram in the Merger
Agreement. Upon the request or direction of Vivendi, each
Shareholder shall promptly execute and deliver a proxy in
respect of any such resolution, and shall have the Owned
Securities counted or not counted as part of a quorum in
connection with any Seagram shareholders meeting relating to
matters set forth in this Section 3(a). If for any reason such
proxy is invalid or not effective or is not delivered promptly
after request is made, each Shareholder hereby unconditionally
and irrevocably appoints Vivendi as attorney in fact for and
on its behalf to act in respect of any such resolution in
connection with any meeting of Seagram shareholders.
Notwithstanding the foregoing, any proxy granted hereunder
shall terminate on the Expiry Date.
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(b) such Shareholder shall not without the prior written consent
of Vivendi requisition or join in the requisition of any
meeting of the shareholders of Seagram for the purpose of
considering any resolution;
(c) for greater certainty, in connection with any matter referred
to in Section 3(a)(ii) or 3(a)(iii), such Shareholder shall
consult with Vivendi prior to exercising any voting rights
attached to the Shares or the Additional Shares and shall
exercise or procure the exercise of such voting rights as
Vivendi shall instruct, including, without limitation, the
delivery to Vivendi, upon its request or direction, of a proxy
in respect of any such resolution; and
(d) such Shareholder shall use its best efforts not to default, or
take or omit to take any action which could reasonably be
expected to cause a default, under those loans or other
arrangements to which such Shareholder is subject that are
described in Schedule 1(a) hereto, if any, or as otherwise
permitted hereunder, by consent or otherwise.
4. Each Shareholder (except in his or her capacity as a director or
officer of Seagram and only to the extent permitted by the Merger
Agreement) agrees that, until the Expiry Date, such Shareholder will
not, directly or indirectly, negotiate with, solicit, initiate or
encourage submission of proposals or offers from, or provide
information to, any other person, entity or group relating to a Seagram
Acquisition Proposal.
5. Each Shareholder hereby irrevocably agrees:
(a) to details of this Agreement being set out in any information
circular produced by Seagram, Canal or Vivendi in connection
with the Transaction; and
(b) to this Agreement being available for inspection until the
Expiry Date.
6. Any date, time or period referred to in this Agreement shall be of the
essence except to the extent to which Vivendi and the Shareholders
agree in writing to vary any date, time or period, in which event the
varied date, time or period shall be of the essence.
7. Each Shareholder agrees that monetary damages would not be an adequate
remedy for any loss incurred by reason of a breach of this Agreement by
any of them and hereby agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.
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8. Each party hereto agrees and confirms that:
(a) any provision of this Agreement may be amended or waived if,
and only if, such amendment or waiver is in writing and
signed, in the case of an amendment, by each affected
Shareholder and Vivendi or in the case of a waiver, by the
party against whom the waiver is to be effective; and
(b) no failure or delay by any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof
nor shall any single or partial exercise thereof preclude any
other or further exercise.
9. This Agreement and the Shareholder Governance Agreement constitutes the
entire agreement among the parties with respect to the subject matter
hereof and supersedes all prior agreements and understandings among the
parties with respect thereto. No addition to or modification of any
provision of this Agreement shall be binding upon any party hereto
unless made in writing and signed by the parties hereto.
10. Vivendi represents and warrants to each Shareholder that the provisions
of this Agreement constitute legal, valid and binding obligations of
Vivendi, enforceable against it in accordance with its terms.
11. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be deemed duly given and
received (i) on the date of delivery, if delivered in person, (ii) upon
confirmation of transmission by the sender's fax machine, if delivered
by facsimile on a Business Day (or otherwise on the next Business Day),
or (iii) on the first Business Day following the date of dispatch, if
delivered by a nationally recognized next day courier service, to the
respective parties at their addresses and fax numbers (as applicable)
as specified in the Shareholder Governance Agreement.
12. If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law or public policy, all
other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal
substance of this Agreement is not affected in any manner materially
adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the terms of
this Agreement remain as originally contemplated to the fullest extent
possible.
13. The provisions of this Agreement shall be binding upon and enure to the
benefit of the parties hereto and their respective successors and
permitted assigns, provided that no party may assign, delegate or
otherwise transfer any of its rights, interests or
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obligations under this Agreement without the prior written consent of
the other parties hereto, except that Vivendi may assign, delegate or
otherwise transfer any of its rights, interests or obligations under
this Agreement to a wholly owned subsidiary of Vivendi (including
Sofiee) without reducing its own obligations hereunder without the
consent of any Shareholder, and any Shareholder may Transfer Shares,
Options or Additional Shares to Permitted Transferees in accordance
with clause (A) of Section 2 hereof without the consent of the other
parties hereto. Each of Vivendi and each Shareholder agrees that any
action or proceeding arising out of or relating to this Agreement shall
be exclusively instituted in the courts of Ontario, waives any
objection which it may have now or hereafter to the venue of any such
action or proceeding, irrevocably submits to the jurisdiction of the
said courts in any such action or proceeding, agrees to be bound by any
judgment of the said courts and not to seek, and hereby waives, any
review of the merits of any such judgment by the courts of another
jurisdiction. Vivendi and each Shareholder hereby respectively appoints
Blake, Cassels & Graydon LLP and Goodman Phillips & Vineberg at their
respective offices in Toronto, Ontario as attorney for service of
process for any action or proceeding arising out of or relating to this
Agreement.
14. This Agreement is governed by the laws of the Province of Ontario and
the federal laws of Canada applicable therein.
15. Vivendi shall permit Seagram to arrange for a "safe income tuck-in"
transaction (the "TUCK-IN") or another form of safe income access
transaction, with one or more Shareholders, provided that:
(a) only two forms of transaction will be required;
(b) such transaction is to be completed in accordance with
applicable Laws prior to the Effective Date or on the
Effective Date but prior to the Effective Time so long as that
Vivendi, acting reasonably, agrees to such timing;
(c) such transaction must be accomplished in a manner that
(i) provides for (A) the payment by each applicable
Shareholder of any material (or, if required by any
regulatory authority, all) costs and expenses
incurred in connection with such transaction by
Seagram and Vivendi, Vivendi Holdings and Vivendi
Exchangeco and any corporation acquired by any of
them, and (B) an indemnity in favor of Seagram and
Vivendi, Vivendi Holdings and Vivendi Exchangeco and
any corporation acquired by any of them by the
Shareholder and any vendor (each, a "VENDOR") of
Shares beneficially owned by such Shareholder from
all claims, demands, proceedings, losses, damages,
liabilities, deficiencies, taxes (including, without
limitation, federal
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or provincial taxes on income, property, capital,
sales, goods and services, and excise duties, and any
interest and penalties with respect thereto, whether
or not such taxes have been assessed or reassessed as
at the date of such transaction), costs and expenses
(including, without limitation, all legal and other
professional fees and disbursements, interest,
penalties and amounts paid in settlement)
(collectively, "LIABILITIES") suffered or incurred by
Seagram, Vivendi, Vivendi Holdings and Vivendi
Exchangeco or any corporation acquired by any of them
in such transaction (each, a "SUBCO") (and their
directors, officers, employees and agents), the whole
to be computed on an after-tax basis, as a result of
or arising directly or indirectly out of or in
respect of or in connection with: (A) any breach by
each such Shareholder or Vendor of any
representation, warranty, obligation or covenant of
the Shareholder or Vendor to Seagram; (B) any
Liability sustained, incurred, assumed or acquired by
any Subco on or before, or related to any matter
occurring on or before, the completion of such
transaction; and (C) any Liability which would not
have been sustained, suffered or incurred by (or
which would not have been asserted, threatened, or be
pending against) Seagram, Vivendi, Vivendi Exchangeco
and Vivendi Holdings but for the transaction
including, without limitation, all Liabilities which
are assumed or incurred by any of Subco or Seagram,
Vivendi, Vivendi Exchangeco and Vivendi Holdings
directly or indirectly in respect of such
transactions; and
(ii) does not entail any delay in completing the
Arrangement, to Seagram, Vivendi or their respective
subsidiaries or shareholders; and
(d) the terms and conditions of such transaction must be
satisfactory to Vivendi and Seagram, acting reasonably, and
must include representations and warranties which are
satisfactory to Vivendi, acting reasonably, and an indemnity
from each applicable Shareholder and any Vendor which is in
form and substance satisfactory to Vivendi, acting reasonably.
In the event that the terms and conditions of such transaction are not
satisfactory to Vivendi, acting reasonably, or the Quebec Securities
Commission or any other securities regulatory authority in Canada or a
court pursuant to section 204 of the Canada Business Corporations Act
refuses to grant any relief required in connection with any such
transaction, Vivendi will use its reasonable best efforts, for a period
not to exceed 15 Business Days, to assist Seagram and the Shareholders
in structuring such a transaction in a manner satisfactory to Vivendi,
acting reasonably.
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In the event that the terms and conditions of such transaction are not
satisfactory to Vivendi acting reasonably and no alternative
transaction can be agreed upon as aforesaid where Vivendi has used its
reasonable best efforts as aforesaid, this shall not affect the
completion of the Arrangement or this Agreement.
16. In connection with the future crystallizations of "safe income"
attaching to Exchangeable Shares of Vivendi Exchangeco held and
beneficially owned by a Shareholder resident in Canada for purposes of
the Income Tax Act (Canada) (the "REQUESTING SHAREHOLDER"), Vivendi
undertakes no more frequently than annually to provide to its auditors
financial information relating thereto, and to instruct its auditors to
provide to the Requesting Shareholder a calculation of "safe income"
reasonably arrived at (the "SAFE INCOME COMPUTATION"). Such calculation
shall be based on a statement of methodology to be provided by the
Requesting Shareholder in sufficient detail to enable the auditors to
provide such calculation in an efficient manner. The Requesting
Shareholder will assume all costs and expenses relating to the Safe
Income Computation and acknowledges that Vivendi is in no way liable
for the accuracy or completeness of the Safe Income Computation or for
the correctness or suitability of the methodology provided by the
Requesting Shareholder. The Requesting Shareholder will be required to
acknowledge that any information furnished by Vivendi in connection
with the Safe Income Computation is confidential and to undertake not
to disclose such information without the prior written approval of
Vivendi, not to be unreasonably withheld.
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This Shareholder Voting Agreement has been agreed and
accepted this 19th day of June, 2000.
VIVENDI S.A.
By: /s/ Jean-Marie Messier
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Name: Jean-Marie Messier
Title: Chairman & Chief Executive Officer
BRONFMAN ASSOCIATES
By: /s/ Edgar M. Bronfman
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Name: Edgar M. Bronfman
Title: Managing Partner
C. BRONFMAN FAMILY TRUST
By: /s/ Bruce I. Judelson
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Name: Bruce I. Judelson
Title: Trustee
PBBT/EDGAR MILES BRONFMAN
FAMILY TRUST
By: /s/ Edgar M. Bronfman
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Name: Edgar M. Bronfman
Title: Trustee
By: /s/ John S. Weinberg
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Name: John S. Weinberg
Title: Trustee
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By: /s/ Matthew Bronfman
--------------------------------
Name: Matthew Bronfman
Title: Trustee
By: /s/ Mildred Kalik
--------------------------------
Name: Mildred Kalik
Title: Trustee
CHARLES ROSNER BRONFMAN FAMILY TRUST
By: /s/ Stephen R. Bronfman
--------------------------------
Name: Stephen R. Bronfman
Title: Trustee
THE CHARLES BRONFMAN TRUST II
By: /s/ Jeffrey Scheine
--------------------------------
Name: Jeffrey Scheine
Title: Trustee
THE CLARIDGE FOUNDATION
By: /s/ Charles R. Bronfman
--------------------------------
Name: Charles R. Bronfman
Title: Member and Director
CRB ASSOCIATES,
LIMITED PARTNERSHIP
By: /s/ Jeffrey Scheine
--------------------------------
Name: Jeffrey Scheine
Title: Manager of Claridge Israel LLC,
A General Partner
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CHARLES R. BRONFMAN
DISCRETIONARY TRUST
By: /s/ Bruce I. Judelson
-----------------------
Name: Bruce I. Judelson
Title: Trustee
/s/ Edgar M. Bronfman
----------------------
EDGAR M. BRONFMAN
/s/ Charles R. Bronfman
------------------------
CHARLES R. BRONFMAN
/s/ Samuel Bronfman II
-----------------------
SAMUEL BRONFMAN II
/s/ Edgar Bronfman, Jr.
---------------------------
EDGAR BRONFMAN, JR.
/s/ Matthew Bronfman
---------------------
MATTHEW BRONFMAN
/s/ Ellen Bronfman Hauptman
----------------------------
ELLEN BRONFMAN HAUPTMAN
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Annex I
<TABLE>
<CAPTION>
Holder of Common Shares Number of Shares*
<S> <C>
Bronfman Associates 58,618,088
PBBT/Edgar Miles Bronfman Family Trust 1,486,516
C. Bronfman Family Trust 14,320,000
Charles Rosner Bronfman Family Trust 20,364,000
The Charles Bronfman Trust II 5,000,000
The Claridge Foundation 3,280,000
CRB Associates, Limited Partnership 1,300,000
Charles R. Bronfman Discretionary Trust 302,760
Edgar M. Bronfman 115,840
Charles R. Bronfman 1,000
Samuel Bronfman II 240
Edgar Bronfman, Jr. 240
Matthew Bronfman 240
Ellen J. Bronfman Hauptman 24,000
---------
Total 104,812,924
</TABLE>
* Does not include employee stock options. In addition, certain parties to the
Voting Agreement to which this Annex I is attached may be deemed to have
Beneficial Ownership of the common shares listed below. Such common shares
shall not be deemed to be "Shares" subject to such Voting Agreement.
<TABLE>
<CAPTION>
Holder of Common Shares Number of Shares
<S> <C>
Saidye Rosner Bronfman Ruby Trust 1,070,000
Saidye Rosner Bronfman Topaz Trust 100,004
The Chastell Foundation 54,164
The Samuel Bronfman Foundation 240,000
The Samuel and Saidye Bronfman Family Foundation 240
Jean de Gunzburg 66,240
</TABLE>
