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 31, 2000
31 October 2000
PRESS RELEASE
VIVENDI FILES ITS JOINT PROXY STATEMENT/PROSPECTUS (FORM F-4) WITH
SEC IN CONNECTION WITH THE PROPOSED COMBINATION WITH
SEAGRAM AND CANAL+
US GAAP RECONCILIATION OF INCOME STATEMENT CONFIRMS
EXCELLENT OPERATIONAL PERFORMANCES OF 1H 2000:
NET INCOME BEFORE GOODWILL MORE THAN DOUBLED UNDER US GAAP
TENDER OFFER ON SEAGRAM BONDS
PARIS, FRANCE, OCTOBER 31, 2000 - Vivendi (Paris Bourse: EAUG and New York Stock
Exchange: V) announced today that it has filed its joint proxy
statement/prospectus on Form F-4 with the Securities and Exchange Commission
(SEC) in connection with the pending combination with Seagram and Canal+.
Vivendi Universal, as the company is to be called post combination, will be a
leading global media and communications group, providing a broad range of
communications and entertainment services, including music production, film
production, publishing, fixed line and mobile telephony, pay television and
internet services.
"The timely filing of our proxy statement has been a major priority for Vivendi.
We are now in a position, together with Seagram and Canal+, to submit the
combination to our shareholders for approval" said Vivendi chairman and chief
executive officer Jean-Marie Messier.
The filing includes a required reconciliation of the Company's accounts for the
first half of 2000 published under French generally accepted accounting
principles ("French GAAP") to United States generally accepted accounting
principles ("US GAAP").
Messier added that "as indicated to the financial community when Vivendi shares
were listed on the NYSE, the recurring impact of a reconciliation of the
Company's statement of income under US GAAP remains limited down to the level of
the net result before goodwill: the recurring impact of the reconciliation of
the Company's first half net income to US GAAP is around 55 million Euros
pre-goodwill. In addition, the growth reflected in our first half results under
US GAAP is stronger than that reflected under French GAAP: the net income before
goodwill under US GAAP more than doubled while the French GAAP figure increased
by 81%".
<PAGE>
SUMMARY FINANCIAL INFORMATION RELEASED IN FORM F-4
The following summary financial information was released in form F-4, and
represents French GAAP financial information presented in a US GAAP format:
IN MILLIONS OF EUROS 1H00 1H99 CHANGE
--------- -------- -----------
--------- -------- -----------
Net sales 17,191 17,611
Goodwill amortisation 268 198
Net income before 1352 438 3.1 X
taxes minorities and
equity interest
Net income (group 533 190 2.8 X
share)
NET INCOME (GROUP 800 388 +106%
SHARE) BEFORE GOODWILL
EXCEPTIONAL AND RECURRING ITEMS
The reconciliation contained in the Company's Form F-4 shows that under US GAAP
the group's Shareholders' equity amounted to 16,774 million Euros on June 30,
2000, as compared to French GAAP Shareholders' equity of 12,514 million Euros.
The gearing ratio of the Group is consequently dramatically improved under US
GAAP.
As a consequence of this reconciliation, the Company's Form F-4 shows a
difference between the Company's net income before goodwill under French GAAP
and its net income before goodwill under US GAAP, as shown below.
The difference between the two numbers is attributable primarily to a number of
one-time adjustments which Vivendi views as exceptional (i.e. items with a
significant one-time impact).
The Company anticipates that a significant portion of these non-recurring
adjustment (approx. 50% - see below: description of exceptional items in
relation to differential accounting date) will be written back positively during
2H 2000, leading to a 2H 2000 US GAAP net result closer or above the French GAAP
figure all other things being equal.
A reconciliation of French GAAP net income before goodwill to US GAAP net income
before goodwill follows:
IN MILLIONS OF EUROS 1H99 1H00
---------- ---------
---------- ---------
FRENCH GAAP NET RESULT BEFORE GW 905 1,641
net result after GW 783 1,416
---------- ---------
RECONCILIATION RECURRING IMPACT (47) (55)
Recurring goodwill
amortisation (87) (146)
Non-recurring impact (459) (684)
---------- ---------
---------- ---------
US GAAP net result after GW 190 533
NET RESULT BEFORE GW 388 800
<PAGE>
On a recurring basis, the differences between French GAAP and US GAAP net income
consist principally of the following:
o Intangible assets - the amortization of certain types of start-up and
advertising costs and of some trademarks is required under US GAAP; under
French GAAP such costs are not amortised;
o Stock-based compensation - under French GAAP, the issuance of shares upon
exercise of options and the sale of shares to employees through qualified
employee stock purchase plans are recorded as increases in share capital.
Under US GAAP, qualified employee stock purchase plans are considered
compensatory if the discount of the strike price of the options to the
prevailing market price (or of the price of the shares sold to employees
to the prevailing market price) is in excess of 15%. After 2000, Vivendi
intends to ensure that its plans will not be considered compensatory under
US GAAP;
o Miscellaneous items - including accounting treatment of derivative
financial instruments and public service, leasing and construction
contracts;
o Goodwill - additional goodwill arises under US GAAP from (i) the recording
at fair value of assets and liabilities of an acquired company (whereas
under French GAAP such assets and liabilities are carried at historical
cost under certain conditions that have been met) and (ii) the recording
of goodwill as an asset (whereas under French GAAP goodwill may be
recorded as a reduction of shareholders' equity if the acquisition has
been paid for with equity securities).
Non-recurring items with a significant impact on the Company's results are as
follows:
o Differential accounting date for capital gain in relation with part
disposal of CanalSatellite and Multithematique to Lagardere group: 310
million Euros (accounted for in 1H00 under French GAAP, in 2H00 under US
GAAP);
o Items related to business combinations and goodwill:
o post-acquisition disposal of assets: assets are carried at
historical cost under French GAAP, while they are carried at fair
value under US GAAP (Avenir for 1H99);
o purchase accounting: goodwill in relation to the acquisition of
Havas Interactive (1H99) accounted as R&D and amortised over 12
months under US GAAP;
o dilution profit for BSkyB reassessed to account for differential
purchase value under US GAAP (1H00);
o tax treatment of the capital gain in relation to the disposal of
Vinci reassessed under US GAAP (1H00).
o Financial instruments - treasury stocks recorded as a reduction in
shareholders' equity and differential treatment of derivatives financial
instruments under US GAAP (a large percentage of these provisions may be
recovered depending on future market conditions);
o Stock-based compensation - see above.
TENDER OFFER ON SEAGRAM BONDS
The registration statement indicates that The Seagram Company Ltd. and Joseph E.
Seagram & Sons intend to tender for all of their outstanding debt securities
maturing between April 2001 and September 2023. The debt securities, including
the subordinated deferrable notes which are part of the adjustable
conversion-rate equity securities units issued by the companies, have an
aggregate principal value of approximately U.S.$7.175 billion. Precise terms
will be announced by Seagram shortly. The registration statement indicates that
tender offers are expected to commence substantially concurrent with the
delivery of the proxy statements to the shareholders of Seagram, Vivendi and
Canal+, except for the tender offers for the senior quarterly income debt
securities and the subordinated deferrable notes which are part of the
adjustable conversion-rate
<PAGE>
equity securities units which are expected to be commenced at a later date. The
tender offers will be conditioned, upon among other things, the consummation of
the proposed combination and approval of certain amendments to the securities
and related indentures. It is anticipated that the financing associated with the
tender offer will be reimbursed with the sale of the spirits and wine business.
Important 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; 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. 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 because it contains important informations.
Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus 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.
