Filed by Vivendi Universal
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
December 6, 2000
[Speech made by Edgar Bronfman, Jr. at the Vivendi shareholders'
meeting held on December 5, 2000]
MERCI JEAN-MARIE. MESDAMES, MESSIEURS, ACTIONNAIRES DE VIVENDI,
JE SUIS RAVI D'ETRE PARMI VOUS AUJOURD'HUI GRACE AU SATELLITE.
JE M'ADRESSE A VOUS DE MONTREAL OU S'EST TENUE L'ASSEMBLEE DES ACTIONNAIRES
DE SEAGRAM.
J'AI LE GRAND PLAISIR DE VOUS INFORMER QU'ILS ONT APPROUVE DE MANIERE DECISIVE
LE RAPPROCHEMENT AVEC VIVENDI ET CANAL+.
SI VOUS LE PERMETTEZ, JE VOUDRAIS CONTINUER EN ANGLAIS PARCE QUE MON FRANCAIS
EST RUDIMENTAIRE.
- TODAY'S VOTE TO APPROVE THE MERGER WAS 90% OF SHARES VOTING
- WELL IN EXCESS OF THE 2/3 REQUIREMENT.
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- VOTE SHOWS ALL SHAREHOLDERS STRONGLY FAVOR MERGER.
- SHAREHOLDERS, INCLUDING EMB AND CRB, ARE EXCITED ABOUT THE PROSPECTS FOR
VIVENDI UNIVERSAL.
- AS THE NEW COMPANY'S LARGEST SHAREHOLDER, I AM EXCITED ABOUT THE FUTURE. IF
THE SHAREHOLDERS OF VIVENDI AND CANAL+ ALSO VOTE TO APPROVE THE MERGER, IT
WILL BE MANAGEMENT'S TASK TO DELIVER THE PERFORMANCE NECESSARY TO VALIDATE OUR
SHAREHOLDERS' DECISION. I'M CONFIDENT MANAGEMENT WILL DELIVER.
- MERGER IS CULMINATION OF SEAGRAM'S STRATEGY TO TRANSFORM ITSELF INTO A
LEADING ENTERTAINMENT COMPANY.
<PAGE>
- MUCH LIKE JEAN-MARIE'S TRANSFORMATION OF GENERALE DES EAUX, WE HAVE TAKEN
SEAGRAM FROM A TRADITIONAL BEVERAGE BUSINESS TO A WORLD-LEADING ENTERTAINMENT
GROUP.
- THROUGH UNIVERSAL, WE BRING TO THIS MERGER THE WORLD'S LARGEST AND MOST
SUCCESSFUL MUSIC BUSINESS, A RAPIDLY GROWING THEME PARK BUSINESS, AN ARRAY OF
POWERFUL AND PROFITABLE TELEVISION BUSINESSES, INCLUDING USA NETWORKS, AND A
MOTION PICTURE BUSINESS WHICH THIS YEAR AND LAST HAS SHATTERED ALL PREVIOUS
BOX OFFICE RECORDS OF UNIVERSAL STUDIOS.
- VIVENDI UNIVERSAL OFFERS SHAREHOLDERS TREMENDOUS GROWTH PROSPECTS - STRONGER
GROWTH THAN THREE COMPANIES COULD HAVE ACHIEVED AS STAND-ALONE BUSINESSES.
<PAGE>
- VIVENDI UNIVERSAL: A FULLY INTEGRATED MEDIA AND COMMUNICATIONS COMPANY, WHICH
WILL PROVIDE AN ARRAY OF ENTERTAINMENT AND INFORMATION UNMATCHED BY ANY OF ITS
COMPETITORS.
- AND IN THE NEW WORLD OF TOTAL MOBILITY, CONSUMERS WILL ACCESS CONTENT
ANYWHERE, ANY TIME OVER ANY DEVICE OR PLATFORM, AND VIVENDI UNIVERSAL IS
BETTER POSITIONED THAN ANY OTHER COMPANY TO PROVIDE EUROPEAN CONSUMERS THE
ACCESS THEY DESIRE.
- I'M EXCITED AT THE PROSPECT OF WORKING ALONG SIDE JEAN-MARIE AND THE REST OF
THE VIVENDI UNIVERSAL MANAGEMENT TEAM TO DEVELOP THIS GREAT COMPANY.
- ET MAINTENANT A VOUS JEAN-MARIE.
<PAGE>
IMPORTANT LEGAL DISCLAIMER
- 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 this
forward-looking statements. The forward-looking statements contained in these
document 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;
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.
- 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 information. The
joint proxy statement/ prospectus was 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 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.
[VIVENDI UNIVERSAL LOGO]
