Filed by Vivendi
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: The Seagram Company Ltd.
Commission File No. 1-2275
and
Subject Company: Canal Plus S.A.
Commission File No. 82-2270
October 12, 2000
[UNIVERSAL LOGO] TOM WILLIAMS
UNIVERSAL STUDIOS
RECREATION GROUP
[VIVENDI UNIVERSAL LOGO]
<PAGE>
[UNIVERSAL LOGO] IMPORTANT LEGAL DISCLAIMER
- These documents contain forward-looking statements within the meaning
of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These statements are based on management's current
expectations or beliefs and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from
those described in the forward-looking statements. The forward-looking
statements contained in these documents address the following subjects:
expected date of closing the merger; future financial and operating
results; and timing and benefits of the merger. The following factors,
among others, could cause actual results to differ materially from
those described in the forward-looking statements: the risk that the
Vivendi, Canal+'s and Seagram's businesses will not be integrated
successfully; costs related to the merger; failure of the Vivendi,
Canal+ or Seagram's stockholders to approve the merger; inability to
further identify, develop and achieve success for new products,
services and technologies; increased competition and its effect on
pricing, spending, third-party relationships and revenues; inability to
establish and maintain relationships with commerce, advertising,
marketing, technology, and content providers. Investors and security
holders are urged to read the joint proxy statement/prospectus
regarding the business combination transaction referenced in the
foregoing information, when it becomes available, because it will
contain important information. The joint proxy statement/prospectus
will be filed with the Securities and Exchange Commission by Vivendi,
Canal+ and Seagram. Investors and security holders may obtain a free
copy of the joint proxy statement/prospectus (when it is available) and
other documents filed by Vivendi, Canal+ and Seagram with the
Commission at the Commission's web site at www.sec.gov. The joint proxy
statement/prospectus and these other documents may also be obtained for
free from Vivendi, Canal+ and Seagram. Information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, is
contained in the joint press release relating to the transaction filed
with the Commission by each of Vivendi and Seagram, on June 20, 2000.
[VIVENDI UNIVERSAL LOGO]
<PAGE>
[UNIVERSAL LOGO] UNIVERSAL STUDIOS RECREATION GROUP
- Universal has evolved from a studio tour to a major worldwide player in
the theme park industry supported by Steven Spielberg as creative
consultant.
[Universal Studios Global Graphic]
[VIVENDI UNIVERSAL LOGO]
<PAGE>
[UNIVERSAL LOGO] UNIVERSAL RECREATION - BUSINESS STRATEGY
"To significantly grow the value of the Universal Studios
brand by creating superior entertainment experiences
for consumers worldwide through strategic
partnerships which deliver attractive financial returns."
[VIVENDI UNIVERSAL LOGO]
<PAGE>
[UNIVERSAL LOGO] UNIVERSAL RECREATION - OVERVIEW
Profile of Theme Parks
<TABLE>
<CAPTION>
Year
of Opening/
Park Acquisition Participation
---- ----------- -------------
<S> <C> <C>
Universal Studios Hollywood 1964 100% equity
Universal Orlando
- Universal Studios & 1990/1999 50% equity / 7.5% fee / 56% EBITDA
Islands of Adventure
- Wet 'n Wild 1998 100% equity
Universal Studios Beijing 1998 50% equity / 50% EBITDA
Universal Studios Port Aventura 1998 37% equity / 6% fee / 52% EBITDA
Universal Studios Japan 2001 24% equity / 7.5% fee / 39% EBITDA
</TABLE>
Universal Studios Japan opening will grow Universal's Theme Park Attendance to
31MM
[VIVENDI UNIVERSAL LOGO]
<PAGE>
[UNIVERSAL LOGO] UNIVERSAL RECREATION - FINANCIAL OVERVIEW
<TABLE>
<CAPTION>
Growth
CY 2000 CY 2002 00 - '02
------- ------- --------
<S> <C> <C> <C>
Revenue
Consolidated $410 million $ 475 million 16%
Unconsolidated 490 million 735 million 50%
------------ -------------- ------
Attributed $900 million $1,210 million 33%
EBITDA
Consolidated $150 million $ 183 million 22%
Unconsolidated 100 million 217 million 117%
------------ -------------- ------
Attributed $250 million $ 400 million 60%
</TABLE>
[VIVENDI UNIVERSAL LOGO]
<PAGE>
[UNIVERSAL LOGO] UNIVERSAL RECREATION - GROWTH DRIVERS
- Florida - Universal Orlando
- Second park already driving paid attendance increase of over
80% (FY'98 - FY'01)
- Opening Hard Rock and Royal Pacific Hotels growing resort to a
total 2,400 rooms on-site
- Osaka - Universal Studios Japan
- "Best of the Best" of Universal Studios Attractions
- 35 million people within a 100 mile radius of the park
Translating into the highest attended Universal Studios Theme
Park
- California - Universal Studios Hollywood
- CityWalk expansion featuring 30 new entertainment, dining and
retail choices
- Spain - Universal Studios Port Aventura
- Transforming park into a pan European resort destination:
- Water Park / Two Hotels / Spa / Beach Club & Golf
[VIVENDI UNIVERSAL LOGO]
<PAGE>
[UNIVERSAL LOGO] UNIVERSAL RECREATION AND VIVENDI SYNERGIES
- Grow awareness
- Cross promotion: Vizzavi / Theme Parks
Canal + / Theme Parks
Havas / Theme Parks
- Vivendi Universal employee incentives ("Fan Club",
etc..)
- Leverage assets and subscriber bases
- Consumer knowledge
- In-park presence: Game characters
Canal+ properties
- Leverage technological expertise
- Wireless application in theme parks:
- Park concierge - virtual queue lines
- E-Mail
- Music sampling
- Scoot.com: interactive classified information
- flipside.com: on-line gaming tie-ins
- Web-site links
[VIVENDI UNIVERSAL LOGO]
<PAGE>
[UNIVERSAL LOGO] UNIVERSAL RECREATION AND VIVENDI SYNERGIES
- Vivendi Universal explodes consumer "touch points"
= Awareness growth
= Attendance increase
+ Fixed cost theme park environment
= Outstanding EBITDA Opportunity
1% Increase in Global Attendance* >> $10 million incremental EBITDA
[VIVENDI UNIVERSAL LOGO]
<PAGE>
[UNIVERSAL LOGO] UNIVERSAL RECREATION - SUMMARY
- Capital investment substantially behind us
- future growth highly leveraged for incremental profit
- Strong EBITDA base and growth
- Japan opens spring '01
- Vivendi Universal synergies offer incremental opportunities and
outstanding EBITDA returns
[VIVENDI UNIVERSAL LOGO]
