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THE SEAGRAM COMPANY LTD. ANNOUNCES THE SETTLEMENT RATE FOR ITS 7.50% ADJUSTABLE
CONVERSION-RATE EQUITY SECURITY UNITS FOLLOWING CLOSING OF COMBINATION AMONG
VIVENDI, SEAGRAM AND CANAL+ TO FORM VIVENDI UNIVERSAL
MONTREAL and NEW YORK -- December 18, 2000 -- The Seagram Company Ltd.
("Seagram") today announced that, as a result of the combination among Seagram,
Vivendi and CANAL+ (the "Vivendi merger") on December 8, 2000 to form Vivendi
Universal and as required by the Purchase Contract Agreement, dated as of June
21, 1991 (the "Purchase Contract Agreement"), between Seagram and The Bank of
New York, as purchase contract agent, the settlement rate for its 7.50%
Adjustable Conversion-rate Equity Security Units (the "units") has been fixed at
0.7535 American depositary shares of Vivendi Universal ("Vivendi Universal
ADSs") per purchase contract.
The settlement rate has been calculated pursuant to the provisions set
forth in the Purchase Contract Agreement. Under the terms of the Purchase
Contract Agreement, the combination of Seagram with Vivendi and CANAL+
constituted a "reorganization event." Upon such an event, each holder of units
became entitled to receive, on the stock purchase date with respect to each
purchase contract forming a part thereof, the kind and amount of securities,
cash and other property receivable upon such reorganization event by a holder of
Seagram common shares, adjusted to reflect the settlement rate, as if the stock
purchase date had occurred immediately prior to the reorganization event.
Holders of Seagram common shares received 0.8 Vivendi Universal ADSs for each
Seagram common share (the "exchange ratio") in the Vivendi merger. Accordingly,
Seagram has determined that:
(A) the stock purchase date for purposes of making such
calculation is December 8, 2000, the date the
Vivendi merger became effective;
(B) the average trading price (the average of the closing
prices per share of Seagram common stock on each of
the twenty consecutive trading days ending on the
last trading day immediately preceding the assumed
stock purchase date) was $53.2188 per share;
(C) because the average trading price of $53.2188 is less
than the threshold appreciation price ($60.15) but
greater than the stated amount ($50.125), the
settlement rate is a fractional share per purchase
contract equal to the stated amount divided by the
average trading price (rounded upward or downward to
the nearest 1/10,000th of a share), and thus the
settlement rate is equal to 0.9419 of a share of
Seagram common stock per purchase contract; and
(D) as a result of the Vivendi merger, holders of units
are now entitled to receive 0.7535 Vivendi Universal
ADSs per purchase contract based on a settlement rate
of 0.9419 of a share of Seagram common stock per
purchase contract and the exchange ratio of 0.8
Vivendi Universal ADSs for each Seagram common share
as set forth below:
<TABLE>
<S> <C> <C> <C>
0.9419 Common Shares 0.8 Vivendi Universal ADSs 0.7535 Vivendi Universal ADSs
Settlement Rate x Exchange Ratio = -------------------- x -------------------------- = -----------------------------
Purchase Contract 1 Common Share Purchase Contract
</TABLE>
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The Seagram Company Ltd., a subsidiary of Vivendi Universal, operates
in four global business segments: music, filmed entertainment, recreation and
other, and spirits and wine. Vivendi Universal, headquartered in Paris, France,
operates a number of leading and increasingly integrated businesses in the
telecommunications, multimedia, publishing and distribution, pay television,
recreation and Internet industries. By combining an array of popular global and
local content with advanced digital distribution technology, e-services and
e-commerce, Vivendi Universal provides content to an international customer and
subscriber base through a variety of access devices. Vivendi Universal produces,
markets and distributes recorded music, motion picture, television and home
video products throughout the world in all major genres; operates and has
ownership in a number of international cable channels; engages in the licensing
of merchandising rights and film property rights; operates theme parks and
retail stores; and is also involved in the development of entertainment
software. In addition, through its environment division, Vivendi Universal
provides world-class water, waste management, transportation and energy services
operations.
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; 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; and 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 dated November 2, 2000 which contains important information
regarding the business combination transaction referenced in the foregoing
information. The joint proxy statement/prospectus has been 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
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 interest, 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.
