<PAGE> 1
Filed by The Seagram Company Ltd.
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
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED ON OCTOBER 12,2000
VIVENDI UNIVERSAL
===========
INVESTOR CONFERENCE
FINANCIALS AND SYNERGIES
PARIS, FRANCE, OCTOBER 12, 2000 - Today, Vivendi, Seagram and Canal+ are holding
an Investor Conference in Paris to present the strategic rationale behind the
creation of Vivendi Universal, as the Company is to be called after the pending
combination of the three companies. The conference is being chaired by Vivendi
Chairman and Chief Executive Officer Jean-Marie Messier, joined by Seagram
President and Chief Executive Officer Edgar Bronfman, Jr., and Canal+ Chief
Executive Officer, Pierre Lescure.
"Vivendi Universal will be a global Company for the Digital Age," said Vivendi
Chairman and Chief Executive Officer Jean-Marie Messier. He continued, "Vivendi
Universal will be a consumer-focused, performance driven, values-based global
media and communications company. Our vision is to be the world's preferred
creator and provider of personalized information, entertainment and services to
consumers anywhere, at any time, and across all distribution platforms and
devices."
"We felt we owed our shareholders and the financial analysts an in-depth
presentation of the key components and growth potential of the new company,"
added Edgar Bronfman, Jr., who will be Vice-Chairman of the new group.
The conference, which continues tomorrow in Paris, is an opportunity for more
than 30 senior managers of the combined entity to present their business units
and the synergies expected from the three-way combination.
"IDEALLY POSITIONED FOR THE DIGITAL CONVERGENCE" - Jean-Marie Messier, Edgar
Bronfman, Jr., and Pierre Lescure have all expressed their confidence in Vivendi
Universal. "The Company will have the perfect mix of assets, combining rich
global and local content (Music, Publishing and Films) with state-of-the-art
interactive distribution channels (Mobile telephony, Pay-TV, international
channels, Internet portals, etc.) to seize growth opportunities in all its
markets," declared Jean-Marie Messier.
"The combination of experienced international management skills and a solid
balance sheet with strong cash-flow generation will allow us to thrive in the
new Global Media industry," added Edgar Bronfman, Jr.
- more -
<PAGE> 2
- 2 -
Jean-Marie Messier, Edgar Bronfman, Jr., and Pierre Lescure outlined the
potential impact of synergies, divisional growth forecasts, and announced
additional senior management appointments.
SYNERGIES - Vivendi Universal continues to express its confidence in the
prospects for the combined Company. As working groups involving representatives
of all business units have assessed hundreds of operational opportunities, a
list of numerous synergies has been validated and the divisional management
teams have fixed the following targets:
- Cost synergies are expected to contribute a positive incremental 420
million euros to the consolidated pro-forma EBITDA for 2002. The main areas
identified to achieve these cost reductions encompass functional overheads,
logistics, purchasing policy and IT expenses;
- Revenue synergies have been estimated at 200 million euros in 2002 and
above 400 million euros in 2003, through a series of cross-divisional
initiatives to include:
- Cross-content combinations: group-owned contents will be
systematically available across t he range of group-owned
distribution assets, e.g. film characters for games, game themes
for theme parks;
- Music/Cegetel Mobile services: beyond improvement of current
audiotel services, new functionalities and new services will be
created such as: music communities, mailbox personalization, ring
tone services;
- Vizzavi/Universal Music opportunities: Vizzavi can widen the
opportunities to listen to Universal music - and Universal music
and film can enhance Vizzavi's features to drive adoption; Music
CDs will be used to ramp up registration and traffic, and, in the
future, they will offer the opportunity to access Vizzavi
customized portals with artist features;
- Loyalty programs: the loyalty tokens called Flips as created by
Flipside.com, the online-game subsidiary of Havas Interactive,
will be extended to a number of services and products of Vivendi
Universal; and
- Canal+/Universal Studios projects: the close nature of the
businesses -- film production, distribution, thematic channels --
open virtually unlimited cooperation prospects.
FINANCIALS - Jean-Marie Messier has announced that Vivendi Universal's
consolidated pro-forma revenues in the communications group are expected to
amount to 24.6 billion euros in calendar year 2000. Consolidated pro-forma
revenue growth over the 2000-02 period is expected to reach 10 percent per annum
as:
- Content divisions (Music, Publishing, Filmed Entertainment) are expected to
grow at between 6 percent and 7 percent per annum overall;
- Access divisions (Canal+, Telecoms) overall at between 15 percent and 20
percent per annum, reflecting growing penetration rates in all their
markets; and
- Internet activities are estimated to grow dramatically over the period to
reach significant weight by 2002 (VivendiNet, Vizzavi, and USAi's Internet
businesses).
- more -
<PAGE> 3
-3 -
The pro-forma revenue contribution for 2000 of each division is expected to be
as follows on a consolidated basis:
<TABLE>
<CAPTION>
<S> <C>
Music 6.6 billion euros
Publishing 3.5 billion euros
Filmed Entertainment1 4.6 billion euros
Canal+ 4.0 billion euros
Telecoms 5.8 billion euros
Total 24.6 billion euros
</TABLE>
Significant non-consolidated activities are expected to amount as follows
(figures for 100 percent):
<TABLE>
<CAPTION>
<S> <C>
Vizzavi (50 percent) n.a.
Recreation affiliates1 1.2 billion euros
USAi (43 percent) 4.6 billion euros (market consensus)
Xfera (31.5 percent) n.a.
BSkyB 3.4 billion euros (market consensus)
</TABLE>
Vivendi Universal is targeting a consolidated pro-forma EBITDA for 2000 of
approximately 3.5 billion euros in 2000 for the communications business. The
breakdown is as follows:
<TABLE>
<CAPTION>
<S> <C>
Music 1.1 billion euros
Publishing 0.5 billion euros
Filmed Entertainment 0.3 billion euros
Canal+ 0.4 billion euros
Telecoms 1.3 billion euros
Internet (0.1) billion euros
Total 3.5 billion1 euros (3.2 billion euros after
including holding contribution)
</TABLE>
Significant non-consolidated activities are expected to amount as
follows (figures for 100 percent):
<TABLE>
<CAPTION>
<S> <C>
Recreation affiliates 0.2 billion euros
USAi (43 percent) 0.8 billion euros
BSkyB 0.4 billion euros
</TABLE>
--------
1 Including consolidated Recreation operations (theme parks)
2 50 percent of Universal Orlando, 24 percent of Universal Studios Japan,
37 percent of Port Aventura, Orlando resorts
3 3.2 billion euros after corporate expenses of -0.3 billion euros
- more -
<PAGE> 4
- 4 -
The group expects the consolidated pro-forma EBITDA to grow at more than 35
percent per annum on average over the 2000-2002 period, with the following
divisional contributions:
- Content businesses are expected to enjoy solid stable growth at overall 12
percent per annum;
- Access divisions are expected to leverage revenue growth dynamics in a
fixed cost environment, and are expected to have overall growth of more
than 35 percent per annum (taking into account current expectations of
Cegetel and Canal+ growth);
- Aggregation (Internet) and synergies to progressively and significantly
enhance organic growth of content and access divisions; and
- Synergy impact.
Vivendi Universal expects that Free Cash Flow generation will be strong,
especially from the Content businesses: consolidated Free Cash Flow (excluding
UMTS and disposals, including financing costs and dividends) is expected to
reach 0.8 billion euros in 2001 and 2.1 billion euros in 2002 (before
restructuring costs estimated at 0.6 billion euros -- 0.4 billion euros after
tax -- in 2001 only).
The Free Cash Flow will finance internal growth of access and aggregation
divisions: UMTS networks in France and Spain, as well as the development of
Vizzavi (in which Vivendi's share of anticipated funding is estimated at between
0.6 billion euros and 0.8 billion euros). The group also expects to derive
significant proceeds from disposals, estimated at over 4 billion euros for the
period.
Limited debt exposure - Vivendi Universal's debt in communication will be very
limited; Vivendi Communication being in debt for a net pro-forma of 1.2 billion
euros, and the proceeds of Seagram's Spirits and Wine business being expected to
offset Seagram's net debt.
The shareholder equity of the group will amount to an estimated 57 billion euros
(French GAAP, more in U.S. GAAP) after the closing of the three-way combination.
MANAGEMENT RESPONSIBILITIES - Jean-Marie Messier will be Chairman and Chief
Executive Offic er, Edgar Bronfman, Jr., Vice-Chairman, and Eric Licoys and
Pierre Lescure will be Co-Chief Operating Officers.
Eric Licoys, as Co-COO, has been made responsible for the delivery and
implementation of all synergies of the group. Agnes Touraine will, consequently,
become Chief Executive Officer of Havas, while Eric Licoys will remain
non-executive Chairman.
A number of additional functional appointments have already been made, and the
group has also announced that it is to appoint a Customer Relationship Manager
and a Chief Information Officer. These two positions are expected to be filled
by executives with international experience, therefore contributing to the
internationalization of the management team.
These decisions will allow the group to better seize forthcoming opportunities
across the range of its businesses on a global basis.
The new management team of Vivendi Universal will repeat its presentation in New
York City on Tuesday, October 17th, to North American investors and analysts.
- more -
<PAGE> 5
- 5 -
IMPORTANT LEGAL DISCLAIMER
THIS RELEASE CONTAINS 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 THIS RELEASE ADDRESS THE
BUSINESS COMBINATION OF VIVENDI, CANAL+ AND SEAGRAM. 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+
AND SEAGRAM BUSINESSES WILL NOT BE INTEGRATED SUCCESSFULLY; COSTS RELATED TO THE
COMBINATION; FAILURE OF THE VIVENDI, CANAL+ OR SEAGRAM SHAREHOLDERS TO APPROVE
THE COMBINATION; THE RISK THAT SEAGRAM WILL BE UNABLE TO EFFECT THE DISPOSITION
OF ITS SPIRITS & WINE BUSINESS OR EFFECT SUCH DISPOSITION ON SATISFACTORY TERMS
AND CONDITIONS; INABILITY TO FURTHER IDENTIFY, DEVELOP AND ACHIEVE SUCCESS FOR
NEW PRODUCTS, SERVICES AND TECHNOLOGIES; INCREASE 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. NONE OF VIVENDI, CANAL+ OR SEAGRAM UNDERTAKES
ANY OBLIGATION TO PROVIDE UPDATES OR TO REVISE ANY FORWARD-LOOKING STATEMENTS.
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 U.S. 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.
# # #
