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 13, 2000
DOUG MORRIS
Chairman and
Chief Executive Officer
Universal Music Group
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IMPORTANT LEGAL DISCLAIMER
- These documents 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 documents 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 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, when it becomes available, because it will
contain important information. The joint proxy statement/prospectus
will be 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 (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.
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RECENT RESULTS
Fiscal Year Ending June 30,2000
<TABLE>
<CAPTION>
(US $ Millions)
<S> <C>
Revenue: North America $2,512
Europe 2,416
Rest of the World 1,032
Publishing 276
------
6,236
EBITDA 1,018
Margin 16%
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CASH FLOW
(Fiscal Year 2000)
<TABLE>
<CAPTION>
($MM)
-----
<S> <C>
EBITDA 1018
Gross Artist Investment (640)
Recoupments 680 40
----
Capital Expenditures
& Working Capital 317
----
Cash Flow From Operation* 741
</TABLE>
* Before e-business Investment and Acquisition Costs
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UMG PORTRAIT
Global Market Share (CY 1999)
<TABLE>
<S> <C>
Universal 21.8%
Sony 17.3%
EMI 13.5%
Warner 11.7%
BMG 11.7%
All Other 24.0%
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Source: IFPI, MBI, Internal Market Research, Local Industry Association Chapter
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UMG PORTRAIT
- Active in 63 countries
- 12,000 employees
- Music Publishing
- Record Clubs (Britannia, Dial)
- 800 Million annual CD manufacturing capacity
- e-business investments include; Jimmy & Doug's FarmClub, GetMusic, bluematter
(direct download), Subscription
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CATALOG
- Strong catalogs deliver 40-50% margins
- Current hits = Tomorrow's catalog
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U.S. MARKET SHARE
(Year-to-Date)
<TABLE>
<S> <C>
Universal 28.77%
BMG 19.73%
Sony 16.06%
Warner 14.57%
EMI 7.65%
</TABLE>
Source: SoundScan
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IN A DIGITAL WORLD
Record label functions will not go away
- Discovering artists
- Financing artist acquisition and recording
- Manufacturing & Distribution
- Sales/Traditional retail
- Marketing, Promotion, Publicity
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IN A DIGITAL WORLD
Record label functions will be enhanced
- Direct interactive marketing
- Content management & storage
- Network infrastructure
- Consumer aggregation
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HIP-HOP AND ROCK/RAP ARTISTS
(units in Millions)
<TABLE>
<CAPTION>
Artist Album 1 Album 2 Album 3 Album 4
<S> <C> <C> <C> <C>
Jay-Z 1.2 5.1 3.0
DMX 4.3 3.3 4.6
Limp
Bizkit 3.0 8.0 4.5
(units shipped)
LL Cool J 2.4 1.4 1.2 1.2
(Last 4 (YTD)
Albums)
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ESTABLISHED ARTISTS
Last Five Albums (Units in Millions)
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<CAPTION>
Artist Album 1 Album 2 Album 3 Album 4 Album 5
<S> <C> <C> <C> <C> <C>
Bon Jovi 7.0 10.3 15.2 6.4 5.6 (YTD)
Sting 3.8 6.6 7.7 3.6 5.8
U2 5.3 8.3 5.0 5.3 11.1
George Strait 2.5 2.3 1.8 1.3 1.0 (YTD)
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WORLD MUSIC MARKET
<TABLE>
<CAPTION>
1988 1990 1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Combined Majors 69.8 73.6 73.8 72.1 72.8 74.5 75.9 76.0
Combined Indies 30.2 26.4 26.2 27.9 27.2 25.5 24.1 24.0
</TABLE>
Source: IFPI, MBI, Internal Market Research, Local Industry Association Chapters
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UNIVERSAL MUSIC GROUP
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