Filed by Vivendi S.A.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: The Seagram Company Ltd.
Commission File No. 1-2275
and
Subject Company: Canal Plus
Commission File No. 82-2270
June 20, 2000
VIVENDI, SEAGRAM AND CANAL+ TO MERGE, CREATING
FULLY INTEGRATED GLOBAL MEDIA AND COMMUNICATIONS
COMPANY FOR THE WIRED AND WIRELESS WORLD
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o NEW COMPANY TO BE NAMED VIVENDI UNIVERSAL
o VIVENDI UNIVERSAL WILL DELIVER MOVIES, TELEVISION PROGRAMMING, MUSIC,
SPORTS, GAMES, AND EDUCATIONAL AND PROFESSIONAL INFORMATION TO CONSUMERS
ACROSS ALL DIGITAL AND ANALOG FORMATS GLOBALLY
o LEADING SATELLITE, TELEPHONY, INTERNET, SUBSCRIPTION TELEVISION AND
PUBLISHING NETWORKS
o WORLD'S LARGEST WIRELESS FOOTPRINT
o VIZZAVI WILL BE THE DEFAULT HOME PAGE FOR 80 MILLION POTENTIAL MOBILE AND
INTERACTIVE TV CUSTOMERS
o EQUITY VALUE AT US$34 BILLION; US$77.35 PER SEAGRAM SHARE
o COMBINED REVENUES OF APPROXIMATELY US$55 BILLION; APPROXIMATELY US$7.0
BILLION IN EBITDA
o STRONG REVENUE PROSPECTS AND DOUBLE-DIGIT EBITDA GROWTH
o NEW COMPANY TO HAVE CLEAR FOCUS AND STRONG BALANCE SHEET FOLLOWING
DISPOSITION OF NON-STRATEGIC ASSETS
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PARIS, FRANCE, MONTREAL, CANADA, AND NEW YORK, USA, JUNE 20, 2000 - Vivend
(Paris Bourse: EX.FP), Canal+ (Paris Bourse: AN.FP) and The Seagram Company Ltd.
(NYSE: VO) today announced a strategic business combination that will create
Vivendi Universal, a leading global media and communications company for the
wired and wireless world, combining compelling content across the world's most
popular genres with an enormous customer and subscriber base in every access
format.
Vivendi Universal will be ideally positioned to accelerate the worldwide growth
of wired and wireless Internet access devices by providing proprietary,
value-added content, e-services and e-commerce to customers anytime, anywhere.
The combined company will bring content from the world's largest music company,
second largest film library, major film production studio, second largest
destination theme park company, and global leader in reference, consumer and
PC-based software game publishing with Vizzavi, Vivendi's new multiple access
portal, and the combined global distribution capabilities of Vivendi, Seagram
and Canal+.
Vizzavi will be the default portal for 80 million mobile and interactive TV
subscribers of Vivendi's 50-50 joint venture with Vodafone, and Canal+. Growth
of the Vizzavi customer base will increase further with the infusion of content
from the combined company covering global, local and personalized content drawn
from all of the most popular entertainment and information formats.
At the same time, the growth prospects of the Company's core businesses will
benefit from enhanced opportunities for cross-promotion, bundled service
offerings, and advertising. Vivendi Universal will also be in a position to
leverage its distribution capabilities in Europe and its expertise in creating
wireless content and services, to forge new partnerships and exploit new
opportunities as the growth of wireless services accelerates in North America
and around the world.
The deal will be an all-stock swap valued at approximately US$34 billion, or
US$77.35 per Seagram share, subject to a collar.
The new company will be headquartered in Paris with an additional corporate
center in New York. The company will initially have combined revenues of US$55
billion, or 57.5 billion Euros. Vivendi Universal will be listed on the Paris,
New York, and Toronto stock exchanges.
The merger will combine Vivendi's broad-based telecommunications assets - which
include high-speed wireless transmission, fixed and wireless communications
networks, Internet access service providers and both cable and satellite
transmission networks - Universal's extensive music catalog and film and
television libraries, as well as production and distribution capabilities
through
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its Universal Music Group, Universal Studios, its stake in USA Networks,
and Canal+'s leading film and broadcast and subscription television assets.
CEOS COMMENT ON GROWTH POTENTIAL OF VIVENDI UNIVERSAL
Jean-Marie Messier, chairman and chief executive officer of Vivendi, said: "The
formation of Vivendi Universal creates a uniquely powerful growth platform. This
is the first company to combine premier global and local content with next
generation digital distribution. Together, we will have an enormous subscriber
base across all of the most popular and fastest-growing communications networks
and technologies. We will have premium branded global and local content in
music, film, sports, education, games, theme parks and industry verticals like
healthcare, education and recreation. And we will be able to offer our customers
a powerful array of seamless and integrated services across multiple digital and
analog formats. Each of these businesses has strong growth characteristics.
Together, they create the opportunity to build something of extraordinary value
to our customers and shareholders. I am very pleased to begin work with Edgar
and his team on realizing our potential."
Edgar Bronfman, Jr., president and chief executive officer of Seagram, said:
"The formation of Vivendi Universal is both the beginning of a new era of
opportunity and the culmination of Seagram's transformation into a leading force
in the global media and entertainment industry. It gives birth to a new company
with an exceptional portfolio of assets, including Vizzavi, which will be the
default home page for 80 million mobile and interactive TV viewers. We have a
clear vision for realizing the vast opportunity of leveraging our extraordinary
distribution platforms to help meet global consumers' desires to access
compelling, value-added content any time, anywhere across all media formats and
connected devices. Finally, it creates a host of extraordinary opportunities for
our people to extend our franchise into new markets, and recognizes the value
that has been built in Seagram over the past 75 years."
Pierre Lescure, chairman and chief executive officer of Canal+, said: "Vivendi
Universal is the creation of the most comprehensive global entertainment,
information and services company anywhere in the world. It's an exciting
opportunity for our staff, our customers, our subscribers and our shareholders.
The strength of the assets in the Vivendi, Universal, Canal+ combination will
enable us to be the leader in the greatest adventure of the 21st century:
delivering entertainment, culture and information to an ever-increasing part of
mankind. In the home, on TV or PC, and out of the home at the cinema, on a
mobile, or on a PDA, our outstanding combination of creative and premium content
can be delivered seamlessly to our customers and subscribers. I am thrilled that
the new group management, staff, customers and shareholders can be a part of
this exciting venture, mission and value creation process."
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TERMS OF AGREEMENT
UNDER THE TERMS OF A DEFINITIVE MERGER AGREEMENT APPROVED UNANIMOUSLY BY ALL
THREE COMPANIES' BOARDS OF DIRECTORS, SEAGRAM SHAREHOLDERS WILL RECEIVE FOR EACH
COMMON SHARE OF SEAGRAM STOCK HELD, A NUMBER OF VIVENDI SHARES DESIGNED TO HAVE
A VALUE OF US$77.35. THE NUMBER OF VIVENDI SHARES TO BE EXCHANGED FOR SEAGRAM
SHARES WILL BE SUBJECT TO A COLLAR UNDER WHICH THE EXCHANGE RATE WILL BE FIXED
AT 0.800 IF THE VIVENDI STOCK TRADES BELOW US$96.69 AND FIXED AT 0.622 IF THE
VIVENDI STOCK TRADES ABOVE US$124.30. THE TRANSACTION IS DESIGNED TO BE TAX-FREE
TO SEAGRAM SHAREHOLDERS IN BOTH THE U.S. AND CANADA.
In connection with the acquisition of substantially all the assets of Canal+ by
Vivendi, shareholders will be receiving 2.0 Vivendi shares for each share of
Canal+ held, as well as retaining an interest in the regulated businesses of
Canal+, which will remain 51 percent publicly owned.
The Bronfman family, which owns 24 percent Seagram shares outstanding, has
signed a binding commitment to vote its shares in favor of the transaction.
The agreement is subject to shareholder approval, listing of the Vivendi shares
on the New York Stock Exchange, regulatory review and approvals in the European
Union, United States and Canada, and customary closing conditions. The companies
expect to circulate voting materials to shareholders in August and expect to
close the transaction before year-end.
EXECUTIVE RESPONSIBILITIES AND BOARD COMPOSITION
Vivendi Universal will be led by Jean-Marie Messier as chairman and chief
executive officer. Edgar Bronfman, Jr., will be vice chairman with
responsibility for music and all Internet activities of the group. Eric Licoys,
presently chief operating officer of Vivendi and chief executive officer of
Havas, and Pierre Lescure, chief executive officer of Canal+, will become
co-chief operating officers of the combined company.
The Vivendi Universal Board of Directors will initially total 20 members
comprised of Vivendi's current 14 board members, Pierre Lescure, chairman and
CEO of Canal+, and five new members from Seagram's board, including three
Bronfman family members and two independent directors from the Company's
existing board.
Vivendi Universal will create an integration committee consisting of the new
company's executive committee - Jean-Marie Messier, Edgar Bronfman, Jr., Eric
Licoys, Pierre Lescure, Phillipe Germond, and Vivendi Chief Financial Officer
Guillaume Hannezo - and two operating executives from each division, totaling
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approximately 20 people. The committee will identify and implement all
synergies, including cross-distribution, new marketing initiatives, new business
models, new services and new products.
SCOPE OF VIVENDI UNIVERSAL:
STRATEGIC COMPLEMENT: LOCAL AND GLOBAL CONTENT ACROSS MULTIPLE MEDIA
The combined content and distribution assets of Vivendi, Canal+ and Seagram will
have global reach, linking Europe's most powerful wireless and wired footprint
with the worldwide reach and enormous breadth of top-quality content.
In MUSIC, the Internet is making it possible to significantly expand the
recorded music market by offering an enhanced customer experience. The
ability to sell more to segmented and targeted audiences - facilitating
impulse and specialized buying, providing new opportunities for marketing and
promotion, and selling enhanced products in new packaged formats with
appropriate pricing -- requires a range of popular artists, both global and
indigenous.
Universal's Music Group is the world's #1 music company and has operations in
59 countries with leading market share worldwide. The company set a record in
the history of the U.S. music industry when it achieved the largest ever
single-week market share of current albums, 37.3 percent, for the week ended
May 28, 2000. Universal Music & Video Distribution is the top distributor of
albums in the U.S. And Universal Music's publishing unit owns 750,000 song
copyrights, and has a top roster of musical artists, including Shania Twain
(whose album "Come On Over" recently became the best selling album ever
recorded by a female artist), Andrea Bocelli, Dr. Dre, Sheryl Crow, Sting,
Enrique Iglesias, Jay-Z, Sisqo, Eiffel 65, DMX, George Strait, Blink 182 and
U2. Key releases for the fourth quarter of 2000 include Bon Jovi, Eminem, No
Doubt, Hanson and ERA 2. Together, the new company will house the world's
leading music distribution network, Europe's largest mail order music/video
club, and fast-growing online initiatives.
In FILMED ENTERTAINMENT, the combination of Universal Pictures and Canal+
creates one of the largest film libraries in the world, with a total 9,000
films -- an enormous asset and source of steady cash flow as the demand for
access to filmed content grows. The new company will have a secure supply of
films for all of its distribution outlets as well as the ability to market
and promote new films worldwide across a huge installed subscriber base. It
will also own the only Europe-based studio with controlled distribution.
Recent films from Universal include Gladiator, Erin Brokovich, The Green
Mile, U-571, a co-production with Canal+, The Mummy, and American Pie.
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In RECREATION, Universal is one of the world's leading theme park operators
with significant opportunities for cross-promotion and re-purposed content.
Universal's Recreation Group operates Universal Studios Hollywood, Universal
Studios Orlando, and Universal Studios Port Aventura in Barcelona, Spain. In
April, the company doubled the size of CityWalk at Universal Studios
Hollywood, adding over 30 new entertainment, dining and retail venues.
Universal's expansion in Orlando has opened to rave reviews and Universal's
new theme park in Osaka, Japan is on schedule to open in the Spring of 2001.
In TELEVISION, Vivendi Universal will have a vertically integrated global
television sales network and production operation with customers in more than
180 countries. Its library of 27,000 total television episodes includes such
familiar programming as Magnum, P.I., Law and Order, Columbo and Alfred
Hitchcock Presents, as well as the programming of 13eme Rue, Canalsatellite's
most watched basic cable channel for the second year running. This library
has enormous value for re-purposing in a variety of formats and as content
for the company's vast array of networks. Additional Universal assets include
Studio Universal, a thematic movie channel in key international territories.
Vivendi Universal will have a 42 percent equity stake in USA Networks, which
includes USA Network, Sci Fi Channel, Home Shopping Network, TicketMaster,
Hotel Reservations Network, Gramercy Pictures and October Films.
In PUBLISHING, Vivendi Universal will have the most desirable forms of
content to feed the Internet demand for value-added, consumer and
business-to-business information and entertainment. Havas, the #1 European
publisher overall and #1 publisher of PC-based games in the US and #2
worldwide, also has strong positions in health, business and local
information with a total of 5 million subscribers to its general literature
and press. With all content digitized, the new Company will have enormous
potential to create the strong verticals supported by community, chat and
other e-services that drive consumer demand.
In SPORTS, the demand for programming and information is booming as
proliferating access formats feed the insatiable demand of sports fans
everywhere. Vivendi Universal has extensive sports programming throughout
Europe, including football, rugby, hockey, NBA basketball and boxing.
In DISTRIBUTION, Vivendi holds a 44 percent interest in Cegetel, France's
leading private telecommunications operator with operations in five other
European countries. The company's total subscriber base is more than 13
million. Vivendi also holds a 25 percent stake in BskyB (British Sky
Broadcasting). Canal+, in which Vivendi holds a 49 percent stake, is a leader
in pay television and digital TV, with more than 14 million subscribers in 11
countries throughout Europe. Vivendi's alliance with
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Vodafone has 58 million subscribers throughout Europe. Vizzavi, the company's
Internet Service Provider, has a potential customer base of more than 80
million total wireless and tv subscribers of Cegetel, Canal+ and Vodafone.
It is a multi-access portal, and the world's largest wireless footprint,
providing Internet access through Vivendi/Vodafone mobile customers.
DISPOSITION OF ASSETS
Seagram's Spirits, Wine and Beverages business includes key brands such as
Chivas Regal, Crown Royal, Captain Morgan, Martell and ABSOLUT VODKA, owned by
V&S Vin & Sprit AB. This business will be a non-strategic asset of Vivendi
Universal. The company expects that the future of this world-leading group of
businesses will be determined in way that maximizes value for shareholders and
opportunities for employees.
COMPANY DESCRIPTIONS
VIVENDI: Vivendi is a major player in communications and the world leader in
environmental services (water, waste management, energy and transportation.)
Headquartered in Paris, Vivendi operates in over 100 countries with 260,000
employees. Vivendi's communications activities are Telecommunications (SFR
mobile telephone; the "7" fixed line telephone), Internet (Vizzavi, multi access
portal with an 80 million customer base and VivendiNet, Internet aggregation).
Publishing and Multimedia (Havas and Havas Interactive) and Audiovisual
activities with a 49 percent stake in Canal+. Web site:www.vivendi.com
SEAGRAM: The Seagram Company Ltd., headquartered in Montreal, operates in four
global business segments: MUSIC, FILMED ENTERTAINMENT, RECREATION, and SPIRITS
AND WINE. Universal Music Group, the world's largest recorded music company,
produces and distributes recorded music throughout the world in all major
genres, and it is engaged in music publishing. The Company's Filmed
Entertainment business produces and distributes motion picture, television and
home video products worldwide; operates and has ownership in a number of
international cable channels; and engages in the licensing of merchandising
rights and film property rights. The Recreation business operates theme parks.
Other businesses include retail stores and the development of entertainment
software. The Spirits and Wine business is engaged principally in the production
and marketing of distilled spirits, wines, coolers, beers and mixers throughout
more than 190 countries and territories. The Company's web site is located at
www.seagram.com.
CANAL PLUS: The Paris-based Canal+ group is the European leader in pay
television, with an acknowledged know-how both in the release of pay programs
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(premium channels and theme channels), in the distribution to the subscribing
viewer (subscription management, viewer loyalty development) and in
technological mastery (conditional access, interactivity, secured payment.)
The financial advisors on this transaction for the Vivendi Group were Lazard
Freres, Seagram was advised by Goldman Sachs and Morgan Stanley Dean Witter, and
Canal+ was advised by Merrill Lynch.
EXCEPT FOR HISTORICAL INFORMATION, ALL OTHER INFORMATION IN THIS RELEASE
CONSISTS OF FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. THESE FORWARD-LOOKING STATEMENTS ARE
SUBJECT TO RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE PROJECTED, ANTICIPATED OR IMPLIED. 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 PROPOSED COMBINATION TRANSACTION; FAILURE OF THE VIVENDI, CANAL+ OR
SEAGRAM'S STOCKHOLDERS TO APPROVE THE PROPOSED COMBINATION TRANSACTION;
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; AND AN INABILITY TO ESTABLISH
AND MAINTAIN RELATIONSHIPS WITH COMMERCE, ADVERTISING, MARKETING, TECHNOLOGY,
AND CONTENT PROVIDERS. NONE OF VIVENDI, CANAL+ AND SEAGRAM UNDERTAKES ANY
OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS.
THE PROPOSED COMBINATION TRANSACTION INVOLVING VIVENDI, CANAL+ AND SEAGRAM WILL
BE SUBMITTED TO EACH COMPANY'S STOCKHOLDERS FOR THEIR CONSIDERATION. ALL
STOCKHOLDERS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS CONCERNING THE
TRANSACTION THAT WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
MAILED TO STOCKHOLDERS. THE JOINT PROXY STATEMENT/PROSPECTUS WILL CONTAIN
IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING THE PROPOSED COMBINATION TRANSACTION. STOCKHOLDERS WILL BE
ABLE TO OBTAIN THE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS OTHER FILINGS
CONTAINING INFORMATION ABOUT VIVENDI, CANAL+ AND SEAGRAM, WITHOUT CHARGE, AT THE
SEC'S INTERNET SITE (HTTP://WWW.SEC.GOV). COPIES OF THE JOINT PROXY
STATEMENT/PROSPECTUS AND THE SEC FILINGS THAT WILL BE INCORPORATED BY REFERENCE
IN THE JOINT PROXY STATEMENT/PROSPECTUS CAN ALSO BE OBTAINED, WITHOUT CHARGE
FROM VIVENDI, CANAL+ AND SEAGRAM.
VIVENDI, CANAL+ AND SEAGRAM AND CERTAIN OTHER PERSONS NAMED BELOW MAY BE DEEMED
TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES OF VIVENDI'S, CANAL+'S AND
SEAGRAM' STOCKHOLDERS TO APPROVE THE TRANSACTION. THE PARTICIPANTS IN THIS
SOLICITATION MAY INCLUDE THE DIRECTORS AND EXECUTIVE OFFICERS OF VIVENDI; THE
DIRECTORS AND EXECUTIVE OFFICERS OF CANAL+; AND THE DIRECTORS AND EXECUTIVE
OFFICERS OF SEAGRAM AS LISTED IN SEAGRAM'S PROXY STATEMENT FOR ITS 1999 ANNUAL
MEETING WHICH MAY BE OBTAINED WITHOUT CHARGE, AT THE SEC'S INTERNET SITE
(HTTP://WWW.SEC.GOV).
AS OF THE DATE OF THIS COMMUNICATION, NONE OF THE FOREGOING PARTICIPANTS
INDIVIDUALLY BENEFICIALLY OWNS IN EXCESS OF 25% OF SEAGRAM' COMMON SHARES, OR IN
THE AGGREGATE IN EXCESS OF 49% OF CANAL+'S COMMON STOCK (BENEFICIALLY HELD,
DIRECTLY OR INDIRECTLY BY VIVENDI), OR IN THE AGGREGATE IN EXCESS OF 5% OF
VIVENDI'S COMMON STOCK. EXCEPT AS DISCLOSED ABOVE, TO THE KNOWLEDGE OF VIVENDI,
CANAL+ AND SEAGRAM, NONE OF THE DIRECTORS OR EXECUTIVE OFFICERS OF VIVENDI,
CANAL+ AND SEAGRAM HAS ANY INTEREST, DIRECT OR INDIRECT, BY SECURITY HOLDINGS OR
OTHERWISE IN VIVENDI, CANAL+ OR SEAGRAM.
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FINANCIAL ADVISORS:
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Vivendi group : Lazard Freres
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Seagram: Goldman Sachs, Morgan Stanley Dean Witter
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Canal+ : Merrill Lynch
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CONTACTS:
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PARIS:
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VIVENDI
MEDIA RELATIONS:
Catherine Gros
011.33.1.71.71.17.11
INVESTOR RELATIONS:
Bruno Bernard
011.33.1.71.71.19.44
VIVENDI
Andrew Merrill - Abernathy MacGregor Group
212.371.5999
CANAL+
MEDIA RELATIONS:
Sylvie Ruggieri
011.33.1.44.25.16.75
Jean-Louis Erneux
011.33.1.44.25.75.81
INVESTOR RELATIONS:
Charlotte de Murard - 011.33.1.44.25.15.58
NEW YORK:
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SEAGRAM
MEDIA RELATIONS:
Anita Larsen - 212.572.1118
INVESTOR RELATIONS:
Joseph Fitzgerald - 212.572.7282
Eileen McLaughlin - 212.572.8961
