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Filed by The Seagram Company Ltd.
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: October 26, 2000
The following filing 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 the following filing 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 business 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 the 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, when it becomes available, because it will
contain important information. The joint proxy statement/prospectus will be
filed with the U.S. 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 holders 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.
* * *
THE FOLLOWING ARE QUESTIONS FROM EMPLOYEES OF THE SEAGRAM COMPANY LTD.
AND ANSWERS FROM JOHN D. BORGIA, EXECUTIVE VICE PRESIDENT, HUMAN RESOURCES,
DISSEMINATED OVER THE INTRANET OF THE SEAGRAM COMPANY LTD.
YOU'VE PREVIOUSLY EXPLAINED THE EXCHANGE RATIO THAT WILL BE USED FOR EXCHANGING
SEAGRAM SHARES FOR VIVENDI UNIVERSAL ADSs. HOW DOES THIS RELATE TO THE VIVENDI
SHARE PRICE OR ADSs CURRENTLY TRADED ON THE NEW YORK STOCK EXCHANGE?
John Borgia: Vivendi shares, which trade on the Paris Bourse in euros, trade on
the New York Stock Exchange as ADSs in U.S. dollars. A Vivendi ADS represents
one-fifth of a Vivendi share. At the time the Vivendi transaction closes, every
five Vivendi ADSs will be exchanged for one Vivendi Universal ADS. Therefore,
one Vivendi Universal ADS will represent one ordinary share of Vivendi
Universal.
IS THERE A MINIMUM PRICE TO SEAGRAM SHAREHOLDERS INCLUDED IN THE VIVENDI OFFER?
John Borgia: There is no minimum price to be paid to Seagram shareholders under
the Vivendi merger agreement. The number of Vivendi Universal ADSs to be
received by Seagram shareholders will be determined by using an exchange ratio
and related "collar" (described previously and still available on the Q & A
section of the Vivendi Universal site on VOx). The ultimate value of shares to
be exchanged for Vivendi Universal ADSs will depend on the market.
I OWN A SMALL AMOUNT OF SEAGRAM STOCK. HOW LONG MUST I BE A SEAGRAM SHAREHOLDER
OF RECORD BEFORE I CAN RECEIVE VIVENDI UNIVERSAL ADSs IN THE TRANSACTION?
John Borgia: There is no minimum time period. Seagram shares outstanding at the
time the transaction closes will be exchanged for Vivendi Universal ADSs, or in
the case of Canadian resident shareholders who so elect, exchangeable shares.
