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] RON MEYER
UNIVERSAL STUDIOS 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]
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[UNIVERSAL LOGO] UNIVERSAL STUDIOS GROUP
UNIVERSAL STUDIOS GROUP
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<TABLE>
<CAPTION>
<S> <C>
2000 CONSOLIDATED REVENUE $ 4.60
2000 CONSOLIDATED EBITDA $ 0.30
</TABLE>
[BAR CHART]
(#'S = EUROS, BILLIONS)
[VIVENDI UNIVERSAL LOGO]
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[UNIVERSAL LOGO] UNIVERSAL STUDIOS GROUP
UNIVERSAL STUDIOS GROUP
CAGRS 2000 - 2002
-----------------
<TABLE>
<CAPTION>
<S> <C>
2000 CONSOLIDATED REVENUE 7%
2000 CONSOLIDATED EBITDA >10%
</TABLE>
[BAR CHART]
[VIVENDI UNIVERSAL LOGO]
<PAGE>
[UNIVERSAL LOGO] UNIVERSAL STUDIOS GROUP
THEME PARKS
CAGRS 2000 - 2002
<TABLE>
<CAPTION>
ATTRIBUTED REVENUE ATTRIBUTED EBITDA
<S> <C> <C>
THEME PARKS 33% 60%
</TABLE>
[BAR CHART]
[VIVENDI UNIVERSAL LOGO]
