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THE FOLLOWING IS A PRESS RELEASE
ISSUED BY THE SEAGRAM COMPANY LTD. AND JOSEPH E. SEAGRAM & SONS, INC.
ON DECEMBER 8, 2000
[SEAGRAM LETTERHEAD]
[PRESS RELEASE RE PRICING OF THE TENDER OFFERS]
THE SEAGRAM COMPANY LTD. AND JOSEPH E. SEAGRAM & SONS, INC. PRICE
TENDER OFFERS AND CONSENT SOLICITATIONS
MONTREAL AND NEW YORK -- DECEMBER 8, 2000 -- The Seagram Company Ltd.
("SCL") and Joseph E. Seagram & Sons, Inc. ("JES") today announced that they had
determined the total purchase prices with respect to their respective tender
offers and consent solicitations being made pursuant to the Offers to Purchase
and Consent Solicitation, dated October 31, 2000 of SCL or JES, as the case may
be (the "Offers to Purchase") and related Letters of Transmittal and Consent
(together with the Offers to Purchase, the "Offers").
The Offers by SCL are for its 6.50% Debentures due April 1, 2003, 8.35%
Debentures due November 15, 2006, 8.35% Debentures due January 15, 2022 and
6.875% Debentures due September 1, 2023 (collectively, the "SCL Debentures").
The Offers by JES are for its 5.79% Senior Notes due 2001, 6.250%
Senior Notes due 2001, 6.400% Senior Notes due 2003, 6.625% Senior Notes due
2005, 8 3/8% Guaranteed Debentures due February 15, 2007, 7% Guaranteed
Debentures due April 15, 2008, 6.800% Senior Notes due 2008, 8 7/8% Guaranteed
Debentures due September 15, 2011, 9.65% Guaranteed Debentures due August 15,
2018, 7.500% Senior Debentures due 2018, 9% Guaranteed Debentures due August 15,
2021 and 7.600% Senior Debentures due 2028 (collectively, the "JES Debentures",
and together with the SCL Debentures, the "Debentures"), each of which has been
guaranteed as to payment of principal and interest by SCL.
The total purchase price for each series of Debentures is set forth in
the table below. Holders who tender their Debentures prior to 5:00 p.m., New
York City time, on December 12, 2000 (as the same may be extended, the
"Expiration Date"), will receive the total purchase price (which includes the
applicable consent payment), plus accrued and unpaid interest on such series of
Debentures to, but not including, the date of payment, which is expected to be
December 19, 2000, unless the Expiration Date is extended. The total purchase
price for each series of Debentures was calculated using a yield equal to a
fixed spread plus the yield to maturity of a U.S. Treasury bond with a maturity
date close to the maturity date of such series of Debentures. The U.S. Treasury
reference bond, U.S. Treasury Yield, fixed spread, total purchase price and
total purchase price plus accrued but unpaid interest per $1,000 principal
amount (assuming a payment date of December 19, 2000) with respect to each
series of Debentures are specified in the table below.
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SCL DEBENTURES
<TABLE>
<CAPTION>
FIXED TOTAL PURCHASE PRICE
SPREAD PLUS ACCRUED AND
U.S. (IN TOTAL UNPAID INTEREST (PER
SERIES OF U.S. TREASURY TREASURY BASIS PURCHASE $1,000 PRINCIPAL
DEBENTURES REFERENCE BOND YIELD POINTS) PRICE AMOUNT)
---------------- -------------- ----------- ----------- ---------- ---------------------
<S> <C> <C> <C> <C> <C>
6.50% Debentures due 5.750% U.S. 5.473% + 40.0bp 1,013.10 1,027.18
April 1, 2003 Treasury Notes due
August 15, 2003
8.35% Debentures due 6.750% U.S. 5.415% + 60.0bp 1,114.54 1,122.43
November 15, 2006 Treasury Notes due
May 15, 2005
8.35% Debentures due 6.125% U.S. 5.633% + 85.0bp 1,212.83 1,248.55
January 15, 2022 Treasury Bonds due
August 15, 2029
6.875% Debentures due 6.125% U.S. 5.633% + 85.0bp 1,046.13 1,066.76
September 1, 2023 Treasury Bonds due
August 15, 2029
</TABLE>
JES DEBENTURES
<TABLE>
<CAPTION>
TOTAL PURCHASE PRICE
FIXED PLUS ACCRUED AND
U.S. SPREAD TOTAL UNPAID INTEREST (PER
U.S. TREASURY TREASURY (IN BASIS PURCHASE $1,000 PRINCIPAL
SERIES OF DEBENTURES REFERENCE BOND YIELD POINTS) PRICE AMOUNT)
-------------------- ------------------ -------- -------- -------- ---------------------
<S> <C> <C> <C> <C> <C>
5.79% Senior Notes 6.250% U.S. 6.083% +30.0bp 997.92 1,008.21
due 2001 Treasury Notes due
April 30, 2001
6.250% Senior Notes 5.875% U.S. 5.956% +30.0bp 999.93 1,000.62
due 2001 Treasury Notes due
November 30, 2001
6.400% Senior Notes 5.750% U.S. 5.473% +40.0bp 1,014.25 1,014.96
due 2003 Treasury Notes due
August 15, 2003
6.625% Senior Notes 6.750% U.S. 5.415% +55.0bp 1,028.11 1,028.85
due 2005 Treasury Notes due
May 15, 2005
8 3/8% Debentures due 6.750% U.S. 5.415% +65.0bp 1,117.07 1,145.92
February 15, 2007 Treasury Notes due
May 15, 2005
7% Guaranteed 5.750% U.S. 5.370% +70.0bp 1,054.21 1,066.65
Debentures due April Treasury Notes due
15, 2008 August 15, 2010
6.800% Senior Notes 5.750% U.S. 5.370% +70.0bp 1,045.67 1,046.43
due 2008 Treasury Notes due
August 15, 2010
8 7/8% Guaranteed 5.750% U.S. 5.370% +75.0bp 1,214.37 1,237.54
Debentures due Treasury Notes due
September 15, 2011 August 15, 2010
9.65% Guaranteed 6.125% U.S. 5.633% +85.0bp 1,329.98 1,363.22
Debentures due August Treasury Bonds due
15, 2018 August 15, 2029
7.500% Senior 6.125% U.S. 5.633% +85.0bp 1,107.07 1,107.90
Debentures due 2018 Treasury Bonds due
August 15, 2029
9% Guaranteed 6.125% U.S. 5.633% +85.0bp 1,284.15 1,315.15
Debentures due August Treasury Bonds due
15, 2021 August 15, 2029
7.600% Senior 6.125% U.S. 5.633% +90.0bp 1,136.29 1,137.13
Debentures due 2028 Treasury Bonds due
August 15, 2029
</TABLE>
As previously announced, the combination of SCL with Vivendi and
Canal(+) was completed earlier today and the condition to the offers and the
concurrent tender offer and consent solicitation relating to JES's 8.00% Senior
Quarterly Income Debt Securities due 2038, which are guaranteed as to payment of
principal and interest by SCL, relating to the completion of the Vivendi
combination has been satisfied. SCL and JES are now subsidiaries of Vivendi
Universal.
The Offers will expire at 5:00 p.m., New York City time, on the
Expiration Date, unless extended. SCL and JES expect that Debentures purchased
pursuant to the Offers will be paid for in same-day funds on December 19, 2000,
assuming that the Expiration Date is not extended.
The dealer managers for the Offers are Banc of America Securities LLC
and Salomon Smith Barney and the information agent for the Offers is ChaseMellon
Shareholder Services, L.L.C. Requests for documentation should be directed to
ChaseMellon Shareholder Services, L.L.C. at (917) 320-6286 (for bankers or
brokers) and (866) 293-6618 (for others). Questions regarding the transactions
should be directed to either your Banc of America Securities LLC Sales
Representative or Banc of America Securities LLC toll-free at 866-475-9886 or
your
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Salomon Smith Barney Sales Representative or Salomon Smith Barney toll-free at
800-558-3745.
This announcement is not an offer to purchase, a solicitation of an
offer to purchase or a solicitation of consent with respect to any securities.
The tender offers and consent solicitations are being made solely by the Offers
to Purchase and Consent Solicitation, dated October 31, 2000, and the related
Letters of Transmittal and Consent of each of SCL and JES.
The Seagram Company Ltd., headquartered in Montreal, operates in four
global business segments: MUSIC, FILMED ENTERTAINMENT, RECREATION AND OTHER, and
SPIRITS AND WINE. Universal Music Group, produces, markets and distributes
recorded music throughout the world in all major genres, and it is engaged in
music publishing. The company's Filmed Entertainment business produces and
distributes motion picture, television and home video products worldwide;
operates and has ownership in a number of international cable channels; and
engages in the licensing of merchandising rights and film property rights. The
Recreation and Other business operates theme parks and retail stores. It is also
involved in the development of entertainment software. The Spirits and Wine
business is engaged principally in the production and marketing of distilled
spirits, wines, coolers, beers and mixers throughout more than 190 countries and
territories.
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 regarding the business combination
transaction referenced in the foregoing information which contains important
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.
