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 3, 2000
SHAREHOLDER NEWS SEPTEMBER 2000
[title and text pages 1 and 2] CHAIRMAN'S STATEMENT
VIVENDI UNIVERSAL
On June 20, I informed you of our merger project with Seagram and Canal+, a
three-way merger that would boost us to second place worldwide in
communications--behind AOL Time Warner, but ahead of Disney. The new group,
Vivendi Universal, will be based in France and will be a French company. It
will cover the entire communications value chain: the creation of a very
wide range of content (music, publishing, films, games, trade information,
and so on), adaptation of content for the Internet, and direct consumer
access via television, and fixed and mobile telephony.
The merger is a unique opportunity to ensure Vivendi's growth in the global
universe of communications by combining the strengths of Havas, Cegetel,
Canal+, Universal Music, Universal Studios, and U.S.A. Networks. One of the
major challenges for communications companies tomorrow will be their
ability to offer consumers what they want, when they want it, wherever they
are. Vivendi Universal is the winning combination for offering the best
service to consumers and creating value for shareholders.
We have successfully completed the first steps of our merger: we have
approval from France's audiovisual authority (CSA) and the competition
authorities in the United States and Canada, and, above all, Vivendi was
listed on the New York Stock Exchange. The listing, with effect from
September 12, is in itself an important event for our group, which achieves
much greater visibility on the international scene. It is also a major step
toward the creation of Vivendi Universal.
At the time of writing, we are still awaiting certain authorizations so
that Vivendi Universal can be created. Between now and the end of 2000,
you--Vivendi's shareholders--will be invited to approve, as widely as
possible, this merger at a shareholders' meeting.
Our teams are already meeting together, getting to know each other and
working on all the new products and services that we will be able to offer
customers. A merger can only succeed if the teams quickly learn to work
together, and it is our intention that Vivendi Universal become an
integrated and united group, not simply a juxtaposition of businesses.
SHARE PRICE
Vivendi's share price has been up and down since the announcement of the
proposed merger. Projects of this scope always provoke a market reaction.
However, the performance of Vivendi's share compares favorably with that of
media and telecommunications stock.
<PAGE>
NET SALES
Vivendi's half-year net sales for 2000 are 19.4 billion euros, up almost
50% excluding construction and property, of which 15% is accounted for by
internal growth--a sure sign of the group's dynamism. Communications, with
net sales up 68% to 6 billion euros, now represents more than 30% of the
total. Net sales for Environmental Services reached 12.5 billion euros, a
40% increase.
VIVENDI ENVIRONNEMENT
The flotation of some 30% of Vivendi Environnement's capital on the Paris
Bourse on July 20 was a great success with individual shareholders. About
600,000 subscribed, of whom 40% are Vivendi shareholders. Introduced at a
price of 32.50 euros per share for individuals, Vivendi Environnement's
share price has been above 40 euros since early September.
FULFILLMENT OF A STRATEGY
We have come a long way, with the partial flotation of Vivendi
Environnement to give it increased resources for growth; Vivendi's listing
on the New York stock exchange to strengthen the international stature of
its share; and soon, if you vote in favor, the merger with Canal+ and
Seagram. This is the fulfillment of the strategy of the last four years: to
make Vivendi, a French group, a world leader in the two major businesses of
the twenty-first century, communications and environmental services.
None of this would have been possible without your loyal support. Thank you
for your confidence.
[photo caption page 1]
Jean-Marie Messier
Chairman and CEO
[quote in bold page 1]
This merger is a unique opportunity to ensure Vivendi's growth in the
global universe of communications
[title and text page 3]
PROPOSED POST-MERGER ORGANIZATION
Executive committee
Jean-Marie Messier, Edgar Bronfman, Jr., Eric Licoys, Pierre Lescure,
Philippe Germond, Henri Proglio, and Guillaume Hannezo.
Board of Directors
The 14 existing Vivendi directors, plus Pierre Lescure and five directors
from Seagram's Board (three Bronfman family representatives and two
independent directors).
<PAGE>
Vivendi Universal
Vivendi Environnement
HENRI PROGLIO
Vivendi Water
Connex
Onyx
Dalkia
Television/Film
PIERRE LESCURE
Canal+
Universal Studios
Publishing
ERIC LICOYS
Havas
Havas Interactive
Music
DOUG MORRIS
Universal Music and all its labels
Internet
PHILIPPE GERMOND
VivendiNet
Vizzavi
Telecoms
PHILIPPE GERMOND/FRANCK ESSER
Cegetel
Vivendi Telecom International
VIVENDI UNIVERSAL'S MANAGEMENT TEAM
JEAN-MARIE MESSIER will be chairman and CEO of Vivendi Universal. EDGAR
BRONFMAN, JR., currently president and CEO of Seagram, will be vice
chairman of Vivendi Universal. He will have responsibility for the music
division, and will supervise Internet activities. Eric Licoys and Pierre
Lescure will be co-chief operating officers (COO).
The communications business of Vivendi Universal will be divided into five
divisions. PIERRE LESCURE, head of Canal+, will have responsibility for all
television and film activities (excluding the group's interest in U.S.A.
Networks).
Publishing remains the responsibility of ERIC LICOYS, chairman of Havas and
COO of Vivendi Universal.
DOUG MORRIS, a well-known figure in the music world for many years, remains
at the head of Universal Music, number one worldwide with a market share of
around 22% (about 28% in the United States and 35% in France).
<PAGE>
PHILIPPE GERMOND, who took over from Jean-Marie Messier as chairman of
Cegetel in early June, will have responsibility for Internet developments.
He will share responsibility for telecommunications with FRANCK ESSEr,
Cegetel's current COO.
[section heading page 4] VIVENDI, CANAL+, SEAGRAM MERGER
[title] VIVENDI UNIVERSAL TO BE LISTED IN PARIS, NEW YORK AND TORONTO
Terms of the transaction
FOR VIVENDI SHAREHOLDERS
Vivendi shareholders will automatically receive one Vivendi Universal share
for one Vivendi share owned at the date of the shareholders' meeting
approving the merger.
There will be no tax liability on the conversion into Vivendi Universal
shares for Vivendi shareholders.
FOR CANAL+ SHAREHOLDERS
On completion of the transaction, Canal+ shareholders will receive two
Vivendi Universal shares for one Canal+ share, and one share of the new
Canal+ France (the company owning the activities subject to French
regulation).
FOR SEAGRAM SHAREHOLDERS
The share exchange ratio has been set at between 0.7 and 0.8 of a Vivendi
share for each common share of Seagram stock held, depending on the
evolution of the Vivendi share price and the change in the value of the
euro against the U.S. dollar. Since June 20, the Vivendi share price and
the euro exchange rate have so far led to a share exchange ratio of 0.8,
which is the maximum. The final share exchange ratio will be based on the
average price on the Paris Bourse over the 20 days before the shareholders'
meetings.
<PAGE>
[title of graph, page 4]
VIVENDI SHARE PERFORMANCE
Since June 20, 2000, when the merger was announced
Vivendi +4.37%
Euro Stoxx 50 -2.06%
Media -3.38%
Telecoms -16.57%
[caption, graph] From June 20, 2000 to September 15, 2000
Between June 20 and September 15, 2000, the Vivendi share price increased
4.37%. This performance is better than that of the Euro Stoxx 50, and media
and telecoms stocks.
[title, page 5]
OVERVIEW OF SEAGRAM
Seagram was created in 1924 by Samuel Bronfman. The company's original
business was in wine and spirits. Since then, it has become one of the
world's leading communications and entertainment corporations. Seagram owns
UNIVERSAL MUSIC, the number one worldwide in music, the legendary UNIVERSAL
STUDIOS, and numerous theme parks in Hollywood, Orlando, Barcelona and,
soon, Japan. Seagram also owns a 43% stake in U.S.A. NETWORKS, one of the
major players in cable television and e-commerce in the United States.
At June 30, 2000, Seagram had operations in 63 countries worldwide, and
approximately 34,500 employees, including 25,000 in communications.
The Seagram group is listed on the New York and Toronto stock exchanges.
The Bronfman family is the main Seagram shareholder, with 24% of the
group's equity capital.
<PAGE>
[title of graph] SEAGRAM KEY FIGURES*
Fiscal year ending June 30
* excluding wine and spirits
Net sales in US$m**
1999
Total: 7,500
Theme parks: 818
Filmed entertainment: 2,931
Music: 3,751
2000
Total: 10,578
Theme parks: 862
Filmed entertainment: 3,480
Music: 6,236
** At June 30, 2000, 1 euro = US$0.97
EBITDA IN US$M**
(earnings before interest, tax, depreciation, and amortization)
1999
Total: 344
Theme parks: 133
Music: 347
Filmed entertainment: (136)
2000
Total: 1,145
Theme parks: 188
Music: 1,018
Filmed entertainment: (61)
[box item, page 5]
Seagram's NET SALES IN COMMUNICATIONS grew 41% during the fiscal year ended
June 30, 2000. The 66% growth in music during that period was principally
attributable to the full-year consolidation of PolyGram (acquired in
December 1998) and record album sales: five albums sold more than FIVE
MILLION COPIES (compared with two albums the previous year), and 60 others
sold more than one million. FILMED ENTERTAINMENT showed 19% growth due
primarily to the success of Gladiator, Erin Brockovich and U-571, and to
record sales of videos and DVDs. Over the same period, EBITDA (earnings
before interest, tax, depreciation, and amortization) more than tripled.
This strong growth, due
<PAGE>
principally to music, is the result of cost-cutting efforts combined with
very good sales performance.
[title and text, pages 6 and 7]
UNIVERSAL MUSIC
[X] NO. 1 WORLDWIDE IN MUSIC
[X] Net sales of US$6.2 BILLION at June 30, 2000, a year-on-year rise of
66%
[X] Operations in 63 COUNTRIES
[X] Catalog of 800,000 TITLES
[X] More than 20 PRESTIGIOUS LABELS including Deutsche Grammophon, Verve,
Philips, Barclay, and Universal Records
[X] Such WELL-KNOWN ARTISTES as Shania Twain, Elton John, U2, Andre Rieu,
Serge Gainsbourg, Yves Montand, Barbara, Leo Ferre, and Johnny
Hallyday
WHY IS VIVENDI INTERESTED IN MUSIC?
Music is the ideal content for the Internet because it can be digitized and
very easily distributed. The Internet is therefore a fantastic vehicle for
growth in the music business.
Today, there are only 65,000 points of sale for music around the world, and
only 5% of the population buys 80% of the music available. Tomorrow,
through the Internet, music will be accessible any place, any time, and on
any communications device.
Musical content will be enhanced on the Internet, with photos, concerts,
and video clips, and consumers will be able to personalize it.
HOW WILL YOU KNOW HOW TO MANAGE THIS NEW BUSINESS?
Vivendi Universal's music division, under the responsibility of Edgar
Bronfman, Jr., will be run by Doug Morris and other recognized
professionals in each of the 63 countries where Universal Music has
operations. Universal Music is number one worldwide in music, with
leadership positions in each major region. Vivendi Universal is not about
to change a winning team!
WHAT ABOUT PIRACY?
Over and beyond the legal actions under way to protect royalties and
technical measures such as encryption, the best response to the risks of
music piracy is to make consumers a more interesting offer. Consumers will
be prepared to pay for a reliable service, offering rich content that can
be personalized.
Universal Music is already testing a music site (bluematter), which will
offer the possibility of downloading music. In addition, consumers should
be able to make reservations for concerts, see photos of artistes, and so
on.
<PAGE>
WHAT SYNERGIES ARE THERE BETWEEN UNIVERSAL MUSIC AND VIVENDI'S OTHER
BUSINESSES?
With Vizzavi, Vivendi Universal is very well positioned to take advantage
of the explosion in distributing music over the Internet. Vizzavi users
will soon be able to access Universal Music's catalog from their mobile
phone, be informed of new releases (as already happened for the latest
Johnny Hallyday album), or listen to extracts from new albums on an
exclusive basis before they are released or aired on the radio.
AND FRENCH CULTURE?
This merger will "bring home" a wonderful catalog of French and
French-language artistes like Leo Ferre, Johnny Hallyday, Mylene Farmer and
Pierre Boulez. The Universal Music Group supports artistic creation in all
63 countries where it operates. In France, for example, the group owns 50%
of French music.
[photo caption page 6] Five great stars of the prestigious Universal
Music label: Andrea Bocelli, Johnny Hallyday, Ella Fitzgerald,
Florent Pagny, and Luciano Pavarotti
[sentence below photos on top of page 7] Of the albums produced by
Universal Music during the fiscal year ended June 30, 2000, 65 sold more
than a million copies
[caption under photo of Sting] Sting: five million albums sold in
1999/2000
[sentence at bottom of page 7] Tomorrow, through the Internet, music will
be accessible any place, any time, and on any communications device
[page 8]
UNIVERSAL STUDIOS
[X] Net sales of US$4.4 billion at June 30, 2000, up 19% over one year
[X] Library of more than 4,000 films and over 24,000 episodes of
televised series
[X] Video
[X] Television
CANAL+
[X] Net sales ofEuro 3.3 billion at December 31, 1999, up 16% over one year
[X] More than 14 million subscriptions
[X] Library of 5,600 films and more than 7,000 hours of television
programs
[X] Leading pay-TV operator in Europe
WHY WAS CANAL+ INCLUDED IN THE MERGER PROJECT WITH SEAGRAM?
Canal+ is Europe's leading pay-TV and digital television operator, and
number one for the release of theme channels in Europe. The company also
operates in the production, rights purchasing, release and distribution of
film, television, video
<PAGE>
and multimedia entertainment products. Through the merger, Vivendi
Universal will be the only European film major with a library of almost
10,000 films, a very wide range of television series, and teams recognized
worldwide for their creativity and originality.
WHAT DOES THE AMERICAN FILM INDUSTRY BRING TO THIS MERGER?
Films are only a part of what Seagram is bringing to the merger, but it's a
part that offers an excellent fit with Canal+. This transaction will make
Vivendi Universal the world's principal bi-cultural player in film
production and library management.
ISN'T HOLLYWOOD A BIT OF A GAMBLE?
Pierre Lescure, the current chairman and CEO of Canal+, will have
responsibility for Vivendi Universal's television/film division (excluding
U.S.A. Networks). Canal+ has wide-ranging experience in this business and
the film milieu.
The U.S. film studios will be run in the US by American professionals.
WHAT DOES TELEVISION REPRESENT FOR UNIVERSAL STUDIOS?
Universal Studios owns more than 24,000 episodes of television series,
including cult series like Magnum, Columbo and Miami Vice. A short while
ago, Universal also established a presence in Europe with action and
suspense film channels like "13e Rue" in France (offered as part of
Canal+'s satellite package).
WILL CANAL+ KEEP ITS OWN IDENTITY?
Canal+'s independence and strength depend on its position in the world's
audiovisual market being reinforced. This will be done in a way that fully
respects the company's identity and freedom of tone, which have made it the
leading European pay-TV channel.
[photo caption, page 8] Ridley Scott's Gladiator, a spectacular
reconstruction of life in Roman times, is one of the recent successes of
Universal Studios
[photo captions, page 9] U-571, a Universal Studios-Canal+
co-production, and Jurassic Park
Universal, a name that is synonymous with the greatest films ever produced,
has a heritage of more than 85 years in film production
Julia Roberts in Erin Brockovich
[quote in bold at bottom of page] This merger will give Canal+ even more of
an edge for negotiating with other movie majors
[box item page 9]
U.S.A. NETWORKS
Seagram owns a 43% stake in U.S.A. Networks, one of the biggest players in
cable television in the United States.
<PAGE>
U.S.A. Networks is present in the following sectors: operation of cable TV
channels and production of TV programs; TV shopping, principally through
Home Shopping Network; and e-commerce over the Internet. The company's
business fits well with that of Canal+ and Vizzavi, and also with the
products of Havas, Havas Interactive, and Universal.
[section heading page 10] Corporate life
HIGHLIGHTS - COMMUNICATIONS
DIABLO II
At the beginning of July, Havas Interactive launched Diablo II, the
follow-on from Diablo, the game where players select a character to
adventure through a dark fantasy land. It was the biggest ever launch of a
PC game, with two million copies on the shelves the first day and
simultaneous release in eight languages!
Diablo II's success strengthens Havas Interactive's position as co-leader
worldwide and number one in the United States for PC entertainment
software.
VIZZAVI IS UP AND RUNNING!
You want to follow the results of a soccer match live, consult your bank
account, or simply check out the weather from your mobile phone? That's
just what you can do with Vizzavi, which was launched in France on June 19.
Vizzavi, the multi-access Internet portal, is available by SFR WAP mobile
phone or from a computer (www.vizzavi.fr). It already offers almost 200
services that can be personalized based on your areas of interest and
needs. Vizzavi will also be available on Canal+ and CanalSatellite, and on
PDAs in 2001.
THIRD GENERATION MOBILE PHONES
The Xfera consortium, which comprises major Spanish companies and has
Vivendi as main shareholder, won the new third generation UMTS mobile
telecommunications license in Spain. The commercial opening is planned for
August 2001, and is expected to make Xfera the top new entrant operator in
this new technology in Europe.
[page 11]
HIGHLIGHTS - ENVIRONMENTAL SERVICES
VIVENDI ENVIRONNEMENT ATTRACTS 600,000 INDIVIDUAL SHAREHOLDERS
Vivendi Environnement, the world number one in environmental services, was
floated on the Paris Bourse on July 20. The public offering, worth a total
of 4.3 billion euros, was such a resounding success with individual
shareholders that the number of shares reserved for them compared with
institutional investors was increased.
As a result, 600,000 individual shareholders were able to subscribe at an
issue price set for them at 32.50 euros per share.
<PAGE>
[photo caption] Henri Proglio, chairman of Vivendi Environnement's
management board: "Leadership and growth are the two words that best
describe our company."
[box item, left]
ONYX IN EGYPT
In September, Onyx won the first waste management contract to be awarded by
a province of Egypt to a private operator. The 15-year contract is worth
500 million euros, and calls for the collection and treatment of one
million metric tons of waste a year for the 3.5 million inhabitants of the
province of Alexandria.
[box item, bottom of page]
PARTNERSHIP WITH EDF
France's electricity utility, EDF, and Vivendi Environnement have signed a
protocol of agreement to combine their energy services businesses.
The partnership between Dalkia, European leader in energy-related services,
and EDF, European leader in power generation and sales, brings together all
the conditions needed to make a project that will create value:
complementary industrial skills, an improved offer to customers, and the
objective of expanding in Europe and throughout the world.
[page 12]
[graph]
[title] Stock market information
Share price in euros
Vivendi
Euro 91.95
+179.14%
Euro Stoxx 50
100 index at Oct. 27, 1997
5,199.14
+123.02%
Vivendi (in euros). Weekly prices
Euro Stoxx 50 adjusted to Vivendi share price at October 27, 1997 (Index
comprising a selection of 50 European stocks in the euro zone)
DIARY
Your dates with Vivendi
SHAREHOLDERS' STOCK MARKET INITIATION WORKSHOPS
<PAGE>
Saturday, October 21, 2000, in Marseille
Saturday, November 4, 2000, in Paris
Saturday, November 25, 2000, in Dijon
Saturday, December 16, 2000, in Tours
Internet training in the shareholders' reception area at group
headquarters
"Using the Internet"
Wednesdays from 2.30 p.m. to 4.30 p.m.
"The Internet and the stock market"
Mondays from 2.30 p.m. to 4.30 p.m.
ACTIONARIA FAIR
Friday, November 17 and Saturday November 18 at the Palais des
Congres conference center in Paris
In 1999, more than 5,400 people visited the Vivendi stand, and appreciated
the quality of information available, as well as the welcome they received.
Vivendi is among the top companies present at this fair, which is the
biggest in France for shareholders and listed companies.
(source: Cabinet TLB)
Toll-free number in France: 0 805 806 807
<PAGE>
This document 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
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; 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. 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.
