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
September 12, 2000
[VIVENDI LOGO]
VIVENDI AMERICAN DEPOSITARY SHARES BEGIN TRADING ON
NEW YORK STOCK EXCHANGE
SHARES TO TRADE UNDER TICKER SYMBOL "V"
MAJOR STEP TOWARD THE CREATION OF VIVENDI UNIVERSAL
PARIS, FRANCE, AND NEW YORK, USA, SEPTEMBER 12, 2000 - Vivendi (NYSE: V, Paris
Bourse: EX.FP) announced that its American depositary shares will begin trading
today on the New York Stock Exchange (NYSE) under the ticker symbol "V." Vivendi
is one of Europe's leading media and telecommunications companies, providing a
broad range of communications, entertainment and educational services, including
fixed line and mobile telephony, Internet services, film production and
publishing. The company is also a leading global provider of environmental
management services.
"Establishing a presence in the U.S. capital markets is vital to our
global expansion strategy," said Vivendi Chairman and CEO, Jean-Marie Messier.
"In addition to expanding our global shareholder base and increasing our
corporate visibility, listing on the New York Stock Exchange affords Vivendi
increased operating flexibility and a transaction currency to more aggressively
pursue our strategic growth initiatives."
"By listing on the New York Stock Exchange, Vivendi is joining some of the
world's premier corporations in leading the evolution toward a truly global
capital market," said Richard A. Grasso, Chairman and CEO of the New York Stock
Exchange. "We are delighted to welcome them to the Exchange."
To celebrate the listing, Vivendi invites the public to attend a free
concert by George Benson in front of the New York Stock Exchange in lower
Manhattan. The concert is scheduled to begin at 12:00pm. In addition, the
company will be sponsoring a street fair throughout the day showcasing its
global operations.
On June 20, 2000, Vivendi announced its intention to merge with The
Seagram Company, Ltd. (NYSE: VO) based in Montreal, Canada and Canal+ (Paris
Bourse: AN.FP) based in Paris, France, to create Vivendi Universal, a global
media and communications company. The merger will combine Vivendi's broad-based
telecommunications assets, which include high-speed wireless transmission, fixed
and wireless communications networks, a portfolio of Internet web sites and
cable and satellite transmission networks; the Seagram Company's extensive music
catalogue and film and television libraries, as well as its production and
distribution capabilities through Universal Music Group, Universal Studios and
its stake in USA Networks; and Canal+'s leading film, broadcast and subscription
assets. Vivendi's listing on the New York Stock Exchange is one of the
conditions to completing the proposed three-way merger, which is expected to
close before the end of this year.
ABOUT VIVENDI
Vivendi is one of Europe's leading media and telecommunications companies,
providing a broad range of communications, entertainment and educational
services, including fixed line and mobile telecommunications, Internet services,
film production and publishing. The company is also a leading global provider of
environmental management services. Headquartered in Paris, Vivendi operates in
over 100 countries with 260,000 employees. Vivendi's communications activities
are telecommunications (e.g., SFR mobile telephony and "7" fixed line
telephony); Internet (e.g., Vizzavi, a multi access portal with a large European
customer base) and VivendiNet (Internet aggregation); publishing and multimedia
(through Havas and Havas Interactive), and audiovisual activities with a 49%
stake in Canal+. For additional information the Company's website can be
accessed at: www.vivendi.com.
IMPORTANT DISCLAIMER
All figures in this press release have been rounded up. Readers should refer to
our Form 20-F filed with the SEC on September 11, 2000 for a detailed
description of the Company, its businesses and the audited accounts.
This press release contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Sector 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 following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: the risk that
Vivendi's, Canal+'s and Seagram's businesses will not be integrated
successfully; that Vivendi's, Canal+'s or Seagram's shareholders will not
approve the merger; that Vivendi Universal will be unable to identify, develop
and achieve success for new products, services and technologies; that Vivendi
Universal will face increased competition and that such competition will
adversely affect pricing, spending, third-party relationships and/or revenue;
that Vivendi Universal will be unable to obtain or retain necessary licenses,
permits and approvals; that demand for Vivendi Universal's integrated
communications and environmental services will be less than it expects; that
accounting changes will affect Vivendi Universal's reported results of
operations; that Vivendi Universal will have difficulty enforcing its
intellectual property rights; and the other risks described in the Form 20-F and
the joint proxy statement/prospectus (when it becomes available) regarding the
business combination transaction referenced in this press release. Many of the
factors that will determine Vivendi's future results are beyond its ability to
control or predict. You should not place undue reliance on the forward-looking
statements as they reflect management's views only as of the date of this press
release. Neither Vivendi, Canal+ nor Seagram undertakes any obligation to revise
or update any forward-looking statements, whether as a result of new
information, future events or otherwise. Investors and security holders are
urged to read the Form 20-F and the joint proxy statement/prospectus (when it
becomes available) because they contain important information.
The Form 20-F has been, and the joint proxy statement/prospectus will be, filed
with the SEC. Investors and securities holders may obtain a free copy of either
document and other documents filed by Vivendi and Seagram with the SEC at the
SEC's web site located at www.sec.gov. Documents may also be obtained for free
from Vivendi, Canal+ and Seagram, as applicable. 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 and filed with the Commission by each
of Vivendi, and Seagram on June 20, 2000.
###
VIVENDI CONTACT INFORMATION:
----------------------------
PARIS: NEW YORK:
Media Relations The Abernathy MacGregor Group
--------------- Andrew Merrill or David Pitts
Antoine LeFort 212.371.5999
011.33.1.71.71.11.80
Alain Delrieu
011.33.1.71.71.10.86
Investor Relations
------------------
Bruno Bernard
011.33.1.71.71.19.44
