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
October 20, 2000
MATERIALS PRESENTED AT A PRESS CONFERENCE
ON OCTOBER 13, 2000
IN CONNECTION WITH THE INVESTOR CONFERENCE
IN PARIS ON OCTOBER 12-13, 2000
These materials contain 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 these materials 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 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.
<PAGE>
JEAN MARIE MESSIER
EDGAR BRONFMAN JR
PIERRE LESCURE
ERIC LICOYS
PRESS CONFERENCE
[VIVENDI UNIVERSAL LOGO]
<PAGE>
[GRAPHIC OF COVER OF LE MONDE
NEWSPAPER WITH HEADLINE
"BRUXELLES AUTORISE LA FUSION
VIVENDI - SEAGRAM" ["BRUSSELS
APPROVES THE VIVENDI-SEAGRAM
MERGER"]]
[VIVENDI UNIVERSAL LOGO]
<PAGE>
EU GIVES ITS CLEARANCE FOR THE VIVENDI UNIVERSAL
TRANSACTION
- THE PARTIES FOR THE TRANSACTION MADE THREE UNDERTAKINGS:
- Divestiture of Vivendi`s Interest in BSKyB
- Divestiture of Vivendi entire stake in BSkyB
- Open access Music On-line
- Universal Music will make its music available on a non exclusive
and non discriminatory basis to Vizzavi and its competitors
- Agreement on Pay TV/Movies
- In France, Spain, Italy, Benelux and Nordic countries, upon
expiry of the current out put deals between Canal Plus and for
Universal Studios, a duration of 5 years, Universal Studios will
not grant to Canal Plus more than 50 % of its film production for
the first pay-TV window
[VIVENDI UNIVERSAL LOGO]
<PAGE>
ORGANIZATION
- A STRONG OPERATIONAL TEAM: JEAN-MARIE MESSIER, EDGAR BRONFMAN JR, ERIC
LICOYS AND PIERRE LESCURE
- TV and films : Pierre Lescure
- Music : Doug Morris
- Publishing : Agnes Touraine (CEO)
- Internet : Philippe Germond
- Telco : Frank Esser (CEO)
- USAi : Barry Diller as a close partner
- ERIC LICOYS BECOMES COO IN CHARGE OF IMPLEMENTING ALL COST AND REVENUE
SYNERGIES
- CRM AND CIO MANAGERS TO BE APPOINTED AT VIVENDI UNIVERSAL LEVEL
[VIVENDI UNIVERSAL LOGO]
<PAGE>
VIVENDI ET STOXX MEDIA DU 30 DECEMBRE 1999
AU 12 OCTOBRE 2000
[VIVENDI AND STOXX MEDIA FROM DECEMBER 30, 1999
TO OCTOBER 12, 2000]
[LINE GRAPH SHOWING DECLINE
OF VIVENDI STOCK PRICE IN EUROS OF 5.74% OVER
THE PERIOD AND DECLINE OF
STOXX MEDIA OF 11.54% OVER
THE SAME PERIOD]
[VIVENDI UNIVERSAL LOGO]
<PAGE>
VIVENDI ET STOXX TELECOM DU 30 DECEMBRE 1999
AU 12 OCTOBRE 2000
[VIVENDI AND STOXX TELECOM FROM
DECEMBER 30, 1999 TO OCTOBER 12, 2000]
[LINE GRAPH SHOWING DECLINE OF VIVENDI
STOCK PRICE IN EUROS OF 5.74% OVER THE PERIOD AND
DECLINE OF STOXX TELECOM OF 30.73%
OVER THE SAME PERIOD]
[VIVENDI UNIVERSAL LOGO]
<PAGE>
VIVENDI DU 20 JUIN 1999 AU 12 OCTOBRE 2000
[VIVENDI FROM JUNE 20, 1999 TO OCTOBER 12, 2000]
[LINE GRAPH SHOWING DECLINE OF VIVENDI STOCK PRICE IN EUROS OF
4.09% OVER THE PERIOD AND DECLINE OF EUROSTOXX 50 OF 10.71%,
DECLINE OF MEDIA OF 19.08% AND DECLINE OF TELECOM OF 28.58% OVER
THE SAME PERIOD]
[VIVENDI UNIVERSAL LOGO]
# # #
<PAGE>
MATERIALS PRESENTED AT A PRESS CONFERENCE IN CONNECTION WITH THE
INVESTOR CONFERENCE IN NEW YORK ON OCTOBER 17, 2000
VIVENDI AND STOXX MEDIA FROM DECEMBER 30, 1999
TO OCTOBER 17, 2000
[LINE GRAPH SHOWING DECLINE OF VIVENDI STOCK PRICE IN EUROS
OF 7.42% OVER THE PERIOD AND DECLINE OF
STOXX MEDIA OF 8.34% OVER THE SAME PERIOD]
[VIVENDI UNIVERSAL LOGO]
<PAGE>
VIVENDI AND STOXX TELECOM FROM DECEMBER 30, 1999
TO OCTOBER 17, 2000
[LINE GRAPH SHOWING DECLINE OF VIVENDI STOCK
PRICE IN EUROS OF 7.42% OVER THE PERIOD AND DECLINE OF
STOXX TELECOM OF 28.66% OVER THE SAME PERIOD]
[VIVENDI UNIVERSAL LOGO]
<PAGE>
VIVENDI FROM JUNE 19, 2000 TO OCTOBER 17, 2000
[LINE GRAPH SHOWING DECLINE OF VIVENDI STOCK OF 13.95% OVER THE PERIOD AND
DECLINE OF MEDIA OF 16.02% AND DECLINE OF TELECOM OF 25.36% OVER THE SAME
PERIOD]
[VIVENDI UNIVERSAL LOGO]
<PAGE>
PREMIUM: VIVENDI OVER SEAGRAM FROM JUNE 20, 2000 TO OCTOBER 17, 2000
[LINE GRAPH SHOWING PREMIUM FROM BETWEEN 7% AND 8% AT BEGINNING OF PERIOD TO
BETWEEN 4% AND 5% AT END OF PERIOD]
[VIVENDI UNIVERSAL LOGO]
