Filed by Vivendi S.A.
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
Date: June 29, 2000
THE FOLLOWING IS A COPY OF AN ARTICLE FROM THE
FINANCIAL TIMES AND FT.COM (WITH AN ADDED SAFE-HARBOR
STATEMENT) IN CONNECTION WITH PRESENTATIONS BEING MADE
BY THE SEAGRAM COMPANY LTD. AND VIVENDI S.A.
Safe - Harbor Statement
The attached material is being distributed for purposes of background
information only and represents the opinions of the authors and other persons
identified therein. Vivendi, Canal+ and Seagram assume no responsibility for the
attached material, including its accuracy or completeness.
The attached material 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 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.
Investors and security holders are urged to read the joint proxy
statement/prospectus regarding the proposed business combination transaction
among Vivendi, Canal+ and Seagram 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 particpants 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 Vivendi and Seagram on June 20, 2000.
<PAGE>
2
UNDERSTANDING WAP
[IMAGE OF THE EARTH]
OVERVIEW
MORE THAN MOBILE
The mobile world is set to enter cyberspace. Wireless application protocol, or
Wap, is a technology which links the Internet to wireless portable devices, such
as mobile phones. This convergence heralds the birth of "m-commerce", a new way
of doing business that will change the way we live by Alan Cane
The newly-forged acronym Wap has come to signify the convergence of the two
fastest growing technological phenomena of recent years: the internet and mobile
telephony. Wap - or wireless application protocol - is simply an enabling
technology, a set of rules for transforming Internet information so that it can
be displayed on the necessarily small screen of a mobile telephone or other
portable device. At the moment, however, it is the key to mobile information,
mobile commerce and a broad range of Internet services which can be delivered
over the airwaves. It is the essential link between the Internet on the desktop
and the increasing capabilities of mobile phones, personal organizers and other
wireless devices.
With the emergence within the next few years of next generation mobile phones -
which will make possible the delivery of full-motion video images and
high-fidelity sound over mobile networks - the technical significance of Wap may
decline: mobile commerce and other forms of mobile interaction with the
internet, however, will continue to grow in importance.
Many experts believe that m-commerce will prove to be the "killer application"
that will drive growth in the mobile sector after the market for conventional
voice calls has been saturated - a phenomenon that is likely within a few years
in developed countries.
[GRAPH ENTITLED "MOBILE SUBSCRIBERS AND DESKTOP INTERNET USERS, MILLIONS,"
SHOWING MOBILE SUBSCRIBERS RISING TO APPROXIMATELY 1.2 BILLION AND INTERNET
USERS RISING TO BETWEEN 200 AND 400 MILLION IN 2005]
M-commerce is emerging more rapidly in Europe and in Asia, where mobile services
are relatively advanced, than in the US where mobile telephony has only just
begun to take off. With the advent of next generation services, however, it is
likely that the US will have closed the gap within the next few years. What will
consumers do with m-commerce? Everything from buying goods and services to
downloading music and books and asking for stock quotes and geographic
information. Online banking is a typical application. According to some
estimates, the growth of mobile commerce will outstrip electronic commerce,
nascent though that is, within three years.
By 2004, there could be more than 700m mobile commerce users. All the major
telecoms manufacturers - with the world leaders Nokia of Finland, Motorola of
the US and Ericsson of Sweden in the vanguard - are gearing up for this expected
boom and have introduced or are about to introduce handsets with Wap
capabilities.
<PAGE>
3
These new handsets will need to have special capabilities. Using a Wap phone
involves more than "cutting through the cord" as Ericsson observes. The content
providers will know where their users are geographically and will be able to
direct them to specific destinations - restaurants or theatres, for example.
They will be able to carry out secure transactions. And, most important, because
of the small screen, the information they display will be tailored to their
users' specific requirements. So the leading operators, including the world's
largest mobile telephone group, Vodafone AirTouch, are doing deals with content
providers to ensure they have a rich menu of goods and services to offer
consumers in the new m-world. This guide, the second of a series in which the FT
examines ideas in business, looks at three stages in the development of mobile
commerce. First, today's primitive but promising wireless services. Second, the
emergence of transmission technologies which will make these services a
practical proposition. And third, the advent of next generation services
ushering in the new era of mobile business.
Wap is one of a number of curiously named new technologies that will underpin
the convergence of mobile communications and the internet. Bluetooth, for
example, a radio technology capable of connecting mobile phones with personal
computers. Or general packet radio service (GPRS), which will deliver Internet
information to mobile phones many times faster than conventional GSM technology.
Most experts believe that the introduction of GPRS later this year will be the
turning point for mobile commerce. Early Wap services, for example BT Cellnet's
Genie, delivered over GSM using short message service (SMS) technology, are too
slow and cumbersome to be practical.
GPRS, however, will provide something close to the service which can be expected
from next generation phones. It will make possible an "always on" service
because it only uses the network when there is information to be sent. It will
make the difference between a technical novelty and a service which will have
customers saying to themselves: "I would really like to use this."
The evidence from Japan, in any case, is that customers are more than ready for
m-commerce. NTT DoCoMo's recently launched i-Mode, a data communications service
rather like Wap, has already signed up several million customers and is still
growing rapidly.
(COPYRIGHT) Copyright the Financial Times Limited 2000.
"FT" and "Financial Times" are trademarks of The Financial Times Limited.
********************************
<PAGE>
4
UNDERSTANDING WAP
[IMAGE OF THE EARTH AND MOBILE PHONE]
MOBILE TODAY
THE NEXT INTERNET BOOM
Today's internet-enabled wireless portable devices, including mobile phones, are
clumsy and restricted in both format and content. But they point the way to the
future, by Peter Martin
Missed out on the internet boom? Don't worry. There is another on the way, that
is just as exciting as the dot.com craze. It is the emerging market for wireless
portable appliances, and especially for internet-enabled mobile phones.
The early versions, now appearing, are clumsy and restricted both in format and
content. But they work, and point the way to the future. These early versions
are personal digital assistants (PDAs) that receive wireless data, or mobile
phones that comply with the wireless application protocol (Wap), a standard way
of transmitting real-time content which allows mobile phones to browse the
internet.
I know - this doesn't seem very exciting. But believe me, using the plain text
Lynx browser to look at the world wide web was not very exciting back in 1992.
Since then the web has created more paper billionaires than any other invention
in history. The development of handheld wireless devices is potentially just as
powerful. It is too late to try to make money out of this by providing hardware
and operating systems software. So, unless you are in this game already, you are
probably too late. Content, by contrast, is still anybody's game.
The simplest form of content is information - news headlines, sports scores,
commodity prices. These are already available on pagers and mobile phones. But
content is much broader than information. Successful content businesses will
take advantage of the inherent characteristics of these little devices. So
anyone daydreaming about going public in 2002 should be doodling three thoughts:
PERSONAL
These devices are successful because they are my personal device, my phone, my
alter ego. So their content has to be tightly tailored to the personality and
the specific needs of the user. It sounds obvious, but it is surprisingly hard
to do, as a glance at those websites which claim to offer personalised
experiences will indicate. Don't under-estimate the value of superficial
personalisation, by the way. The most successful personalised gadget in the
handheld area is probably the Nokia hand-painted face-plate for mobile phones.
It's low-tech, it's a pointless waste of money - and it's irresistible.
Successful content will have electronically adjustable "skins" to meet the
inexhaustible demand for the artificially individual.
Appearance aside, the killer application here will be a personal finance manager
that integrates all the aspects of your finances, including bank records, work
expenses, electronic purse expenditures and so on. And the field is wide open:
start-ups, telecommunications companies, banks, stock-brokers, even supermarkets
with personal finance sidelines all stand a chance. The winner will probably be
a company which leverages global economies of scale and ease of use with local
market brand names and conventions. Alliances with financial institutions will
be as important as intuitive design. That is because of the second key
characteristic:
TRANSACTIONS
Monitoring your finances is fine but actually doing them is much more
compelling. The winner will be the system that lets you pay your bills while
sitting on the bus, or shuffle your shares while taking a break from work.
Similarly, booking plane tickets is as important as getting airline schedules.
These ideas are in the works - there is already an IBM alliance with the Sabre
airline reservations system, for example - but there are lots of other areas
where personalised transactions will be crucial.
<PAGE>
5
Supermarket shopping and fruit-machine gambling are two more types of
transaction that will make some content providers rich.
GEOGRAPHY
Handheld devices are mobile, but their position is instantly identifiable. So
think of content that knows where the user is, and offers content tailored to
that geography. Weather forecasts, restaurant locations (with table availability
and instant reservations), fast food delivery, finding and booking a plumber,
dating services (with pre-recorded video profiles and e-mail or voicemail
exchanges) any service where physical proximity is important can migrate a vital
part of its value-added to the new devices.
At the moment, much of the content being planned for these gadgets is built
around reformatted data from the web. Anyone planning to compete in this area
will certainly need to build an accompanying website that works seamlessly with
the handheld version. But just as the most successful web businesses were
designed with this new medium in mind, so the killer apps in the handheld world
will be built from scratch around the particular strengths and weaknesses of
these devices.
Now, what are you waiting for? Grab that cocktail napkin and start doodling!
(COPYRIGHT) Copyright the Financial Times Limited 2000.
"FT" and "Financial Times" are trademarks of The Financial Times Limited.
* * * * * * * * * * * * * * * * * * *
<PAGE>
6
UNDERSTANDING WAP
[IMAGE OF MICROCHIP]
NEW TECHNOLOGY
JUST WHAT IS THIS WAP?
Mobile Telephones Have Become The Latest Gateway To The Web. Wap Is, At The
Moment, The Key To Mobile Information, Mobile Commerce And The Mobile Internet,
By Penelope Ody
Now that mobile telephone penetration in many European countries has reached
more than 50 per cent, these devices are becoming as familiar as the home
computer or electronic games machine. In Finland, children already play new
versions of competitive games such as "Battleships", via the cellular networks.
In the music world, Virgin Mobile in the UK offers to download the latest pop
hits to customers in a daily offering.
These schemes are largely built on the text-based short messaging service (SMS),
well-established in the global system for mobile (GSM) standard, but wireless
application protocol (Wap) will transform the marketplace.
Wap is an enabling software that effectively allows simple menu-structured web
pages to be stripped of complex graphics and relayed to the mobile telephone.
Currently, Wap access needs a specific connection via an internet service
provider (ISP) in much the same way as a PC accesses. But the system will come
into its own with the introduction of another enabling technology, general
packet radio services (GPRS), a method of sending internet information to mobile
telephones at high speed. At present, services such as BT Cellnet's Genie
deliver information at a speed of 9,600 bits of information a second. With GPRS
the speed will rise to 100,000.
All of this is generating a lot of excitement among investors.
Telecommunications companies are booming, and they are all investing heavily in
mobile telephony. What is more, they are forming strategic alliances in order to
provide new services for their customers.
Computer Sciences Corporation (CSC) and Nokia are working with a Finnish fashion
retailer who plans to send clothing offers direct to mobile telephones using a
combination of cursors, touch screen technology and Wap to allow would-be
shoppers to hot-link to order-entry pages on the web.
They may also be able to track the progress of their orders in real time,
anywhere, by telephone. At least, that is the theory. In practice, it will take
a little longer for web pages to be entirely "Wap happy". Developments are
"still very leading-edge", says Brian Davies, former managing director of Scala
UK - one of the leading Wap software developers. "It will probably be 12 months
before we see real market demand for Wap applications," he predicts.
Scala has developed several Wap products for small to medium-sized companies
which would allow, for example, a field sales force to access customer order
information and stock availability details via a Wap handset.
Prototype demonstrations are certainly slick and quick, but they fall a long way
short of the ideal of accessing a complete web page from a mobile handset.
One problem is that today's web pages are often written in hypertext mark-up
language (HTML) which is rather too complex for mobile phones with their slower
operating speeds, so systems need to be developed in wireless mark-up language
(WML), which greatly simplifies download times and presentation.
<PAGE>
7
While some business-to-consumer Wap applications are emerging in the financial
sector, Mr Davies believes that a key growth area for the technology will be
business-to-workforce, with companies using Wap applications to reach employees
at any time. Scala is currently working on time-sheet applications and
techniques for entering and filing expense claims via the mobile phone.
Nokia says applications that will benefit from Wap include customer care and
provisioning, message notification and call management, e-mail, mapping and
location services, weather and traffic alerts, sports and financial services,
address book and directory services and corporate intranet applications.
It is an area where e-business developments in Europe are likely to diverge
dramatically from the US, where mobile telephones operate to different standards
and have yet to achieve similar levels of penetration.
With consumers in Europe more likely in future to buy - or access product
information - via a mobile phone than a desk-bound PC, many in Europe view Wap
as a looming iceberg likely to put ever greater demands on existing technology
infrastructures as it encourages higher e-trading volumes. "The speed of
response in e-commerce is certainly going to get worse as volumes increase,"
says David Ashworth, managing director of BEA systems which provide software for
e-commerce transactions.
"Many systems are simply inadequate for big volumes - and that's before you add
in mobile phone transactions. There is a timebomb ticking and there's also a
danger that consumers will be disappointed and disillusioned by the whole
experience," he says. As James Dobree argues, the growing diversity of
electronic channels in the business-to consumer arena means that companies will
need to embrace Wap sooner rather than later if they are to retain competitive
edge.
"Companies will need to publish their offers in every channel and every
available format, if they are not to lose ground to pure-play competitors," he
says. With a predicted half a billion Wap phones, a growing number of users, and
rising transaction levels, the timebomb may be ticking faster than we think.
(Copyright) Copyright the Financial Times Limited 2000.
"FT" and "Financial Times" are trademarks of The Financial Times Limited.
* * * * * * * * * *
<PAGE>
8
UNDERSTANDING WAP
[IMAGE OF MOBILE PHONE SCREEN]
NEXT GENERATION
CALLING THE FUTURE
Third generation (3G) telephony will define the future. It will revolutionise
the way we use the Internet, the way we do business, and even the way we live.
by Fiona Harvey
Anyone who has ever tried to make a call from a mobile phone only to be denied
access because the network was too busy will understand the need for third
generation (3G) telephony. As mobile phone use has expanded - about half the
population of the UK now owns one - the networks have begun to creak under the
strain. The areas of the radio spectrum allocated to mobile phone use - the
airwaves along which the mobile phone signals travel - are rapidly being filled.
It is estimated that the present networks will reach capacity by 2003.
New spectrum is clearly needed, and the government has allocated it by auction,
raising pound sterling 22.5bn. The billions that the mobile phone operators were
prepared to pay for the 20-year licences to use the radiowaves was an indication
of how essential they are to the operators' business.
Apart from needing the spectrum to cope with the demand for today's phone
services, the operators also see a massive opportunity in new, more advanced
networks offering much greater capabilities than the simple voice calls and text
messages of today's phones.
With the new bandwidth, the operators will switch on 3G mobile phone services,
which will let users watch live broadcasts or send video e-mails over their
phones, surf the internet and engage in mobile electronic commerce -m-commerce,
as it has come to be known.
Turning on these new services will cost an awful lot of money. New base stations
will have to be built - perhaps twice as many as there are now, according to
some estimates. The cost of upgrading one of today's mobile networks to deal
with the new technology could reach pound sterling 600m.
New handsets will also be necessary. These may not look much like today's mobile
phones, but more like a cross between a phone and a handheld computer. They will
have colour screens a few inches square, built-in video cameras, keyboards or
touchpads, and separate earpieces. These, too, will cost millions to develop.
But the prize is enormous. If the mobile operators have bet correctly, 3G phones
will revolutionise the way we use the internet, the way we do business, even the
way we live.
At present, buying and selling goods over the internet is not easy. Users have
to sit in front of a computer, fire up their web browser, type in the address of
a commerce website, find the item or service they want to buy, enter their
credit card details and, finally, actually buy the thing. In the vision of
mobile phone operators, none of this will be necessary in the future.
With a 3G mobile phone, users will be able to log on to the internet without
even being aware that they are doing so. A button on the phones will link
straight to an internet portal, either the mobile phone operator's own
or one run by a sponsor. So, for example, fans of Manchester United football
club could have a phone branded in the team's colours and logo, and enter the
internet through a Manchester United portal.
This portal would offer a wide variety of services: news reports, travel
updates, weather, services and shopping. Because the phones, having access to
higher bandwidth, would effectively be "on", or capable of receiving data, all
the time, some of these services could be pushed out to the user without them
having to dial-up the network: by-the-minute sports scores or weather reports,
for example.
<PAGE>
9
The shopping services offered on such sites would let people buy goods and
services over the internet on the move, quickly and conveniently. The reader
would be presented with a series of options on the screen of their mobile phone,
and be able to pay for the items with an electronic wallet, or perhaps through
their mobile phone bills.
It would not always be necessary to use the internet to shop. Third generation
phones will use technology known as Bluetooth for wireless radio communications
over short distances.
Sandra de Brito, 3G manager of the BT Global account at Ericsson, the mobile
network manufacturer, describes how Bluetooth might be used for m-commerce: "Say
I fall ill. I go to the doctor, who examines me and beams a prescription to my
mobile phone, using Bluetooth. I go to the pharmacy, beam the prescription to
their till, I take the medicine and I pay them using the phone." Another crucial
point is that a mobile phone works by communicating with a base station in its
vicinity.
This means the mobile phone company knows roughly where the phone is located, by
the nearest base station. Many people see this location awareness as the "killer
application" for m-commerce. By mapping the whereabouts of the user, mobile
phone operators would be able to suggest physical shops or services nearby at a
user's demand.
Finding a florist in Buenos Aires or a restaurant in Cardiff might simply
involve tapping in a short request to the phone, which could return a series of
options and a map showing how to get there. Traffic information, news or weather
could also be localised in this way.
When the world has got tired of all that 3G phones have to offer, what of 4G?
Phone manufacturers are even now working on the fourth generation devices, which
are likely to become commercially available in 10 or 12 years time. These phones
will be able to send and receive data at up to 12 megabits per second, six times
faster than 3G phones.
Even at the high speeds available to 3G phones, the quality of video they will
display will still be choppy and jerky. But the speeds predicted for 4G phones
would be the equivalent of cable television. That means live television or video
on demand, on a phone, on the move, of the same quality as a conventional
television broadcast.
(COPYRIGHT) Copyright the Financial Times Limited 2000.
"FT" and "Financial Times" are trademarks of The Financial Times Limited.
