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Exhibit 99.8
SCHEDULE I
VIVENDI/CANAL TRANSACTIONS
The Vivendi Parties, Sofiee and Canal agree that they shall implement the
Vivendi/Canal Transactions as follows:
- General. The Vivendi/Canal Transactions shall be implemented in a manner
consistent with the steps described on the following pages, subject to any
modifications to the terms of the following bullet points and any material
modifications to the terms of the attached charts to which each of
Seagram, Vivendi and Canal reasonably agree in writing, provided that in
no event shall the Vivendi/Canal Transactions be implemented in a manner
that will prevent the exchange of Seagram Shares for Vivendi ADSs from
constituting a transaction described under Section 351 of the Code. Upon
implementation of these steps, Vivendi/Sofiee will directly or indirectly
hold 100% of Canal's current French and international (including the U.S.)
non-regulated business (as described below) and 49% of Canal's current
French regulated business (as described below).
- Separation of Canal's Business. The Vivendi/Canal Transactions shall
result in a separation of Canal's existing business (the "Existing
Business") into two entities (the "Separation"), one of which (Canal) will
operate the French and international (including the U.S.) non-regulated
business (the "Non-Regulated Business") and another of which will operate
the French regulated business. Annex I to this Schedule I describes the
contracts and other assets to be retained by the entity that will hold the
regulated business (the "Regulated Business"). It is intended that the
Regulated Business will not constitute a material portion of the value of
the Existing Business.
- Regulated Business. The Regulated Business will be limited in scope in
accordance with the following parameters (and the Vivendi/Canal Agreements
will contain appropriate provisions to implement such parameters):
(i) As of the Effective Time, the sole source of revenue (other than
exceptions that are de minimis in the aggregate) of the Regulated Business
will be fee income receivable from the Non-Regulated Business pursuant to
the Vivendi/Canal Agreements ("Fee Income");
(ii) All rights relating to the ownership of existing brands of the
Existing Business shall be transferred to the Non-Regulated Business in
connection with the Separation (including the Canal + brand but excluding
any brands relating solely to the Regulated Business), and all customer
relationships of the Existing Business as of immediately prior to the
consummation of the Separation shall be transferred to the Non-Regulated
Business in connection with the Separation;
(iii) Immediately after giving effect to the Separation, the pro
forma EBIT of the Regulated Business for the year ending on the date of
consummation of the Separation is intended to be approximately Euro 50.0
million (and in any
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event shall be no less than Euro 47.0 million and no greater than Euro
53.0 million);
(iv) Following consummation of the Separation, it is not anticipated
that the Regulated Business will in the future derive revenues from
sources other than the Fee Income, other than exceptions that are de
minimis in the aggregate; and
(v) As of the consummation of the Separation, the annual projected
EBIT of the Regulated Business (based upon reasonable assumptions of
Vivendi and Canal) is intended to be approximately Euro 50.0 million (and
in any event shall be no less than Euro 47.0 million and no greater than
Euro 53.0 million), plus 2.5% per year for each year beginning with the
second year following consummation of the Separation.
- Liabilities. The liabilities of the Existing Business shall be separated
in a manner reasonably acceptable to all parties in conformity with the
separation of assets and operations described above (with any liabilities
of the Existing Business relating in any material respect to both the
Regulated and Non-Regulated Businesses being split between such businesses
on an allocable basis reasonably acceptable to all parties) and applicable
Law.
- Control. Following consummation of the Separation, Vivendi shall retain
actual control of the Regulated Business to the maximum extent permitted
under applicable French Law (including the maximum permissible board
representation), and in any event Vivendi's control of the Regulated
Business shall be at least equal to the level of its current actual
control of Canal.
- Sale of Library. In the event that the Regulated Business determines in
the future to sell its library of rights (the "Library"), the
Non-Regulated Business will have the option to acquire the Library for a
purchase price equal to the amount of Fee Income paid to the Regulated
Business by the Non-Regulated Business for the one year period ending on
the date of consummation of such sale of the Library.
- Other Terms and Conditions. The conditions to the consummation of the
Vivendi/Canal Transactions shall be limited solely to the receipt of the
shareholder approvals and Regulatory Approvals set forth in Sections
5.1(d) and 5.1(j), respectively, of this Agreement, including the other
conditions specified in the attached chart, and to the extent not
otherwise specifically provided for in this Agreement, the terms of the
Vivendi/Canal Transactions shall otherwise be reasonably acceptable to
Seagram (and the Vivendi Parties, Sofiee and Canal agree to implement each
of the Vivendi/Canal Transactions on terms reasonably acceptable to
Seagram).
- Exchange Ratios. The Vivendi Shareholders will receive in Step 2 one share
of Sofiee for each share of Vivendi that they hold (the "Sofiee Exchange
Ratio"). The Canal shareholders will receive in Step 6 2 shares of
Vivendi/Sofiee for each share of Canal they hold (the "Canal Exchange
Ratio").
