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
September 11, 2000
FOR IMMEDIATE RELEASE
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[VIVENDI Logo]
VIVENDI FILES FORM 20-F WITH SEC
IN ANTICIPATION OF US LISTING ON THE NYSE
ADSS ARE TO BE LISTED FOR TRADING ON NYSE STARTING SEPTEMBER 12, 2000
LISTING REPRESENTS IMPORTANT MILESTONE FOR PROPOSED
MERGER WITH SEAGRAM AND CANAL+
PARIS, FRANCE, SEPTEMBER 11, 2000 - Vivendi (Paris Bourse: EX.FP) announced
today that it has filed its registration statement on Form 20-F with the
Securities and Exchange Commission (SEC) in connection with the listing of its
American depositary shares on the New York Stock Exchange (NYSE). The NYSE has
approved the Company's listing application and trading is expected to begin on
September 12, 2000 under the ticker symbol `V'.
Vivendi is one of Europe's leading media and telecommunications companies,
providing a broad range of communications, entertainment and educational
services, including fixed line and mobile telephony, Internet services, film
production and publishing. The Company is also a leading global provider of
environmental management services.
The filing includes a required reconciliation of the Company's accounts
published under French generally accepted accounting principles ("French GAAP")
to United States generally accepted accounting principles ("US GAAP").
"Receiving approval to list our shares on the NYSE has been a major priority for
Vivendi. Vivendi shares will now be broadly available for trading by US
investors," said Vivendi chairman and chief executive officer Jean-Marie
Messier. "In addition, with the filing of our Form 20-F with the SEC, Vivendi is
now in a position to regularly provide the financial community with a
reconciliation of its accounts under US GAAP. While this reconciliation to US
accounting will register a difference in
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net income mostly due to differences in goodwill amortization, applying these
same principles, Vivendi's overall shareholder equity value is also
significantly greater, coming to 16,954 million Euros on December 31, 1999, as
compared to French GAAP shareholder's equity of 10,892 million Euros. The
recurring impact of the reconciliation of the Company's net income to US GAAP is
expected to be less than 100 million Euros pre-goodwill in 2001 and beyond."
Messier added that "the timely filing of this document also represents one of
several important steps toward the completion of our merger with Seagram and
Canal+, in order to create Vivendi Universal."
The following is a brief discussion of the major items affected by the
reconciliation to US GAAP.
EXCEPTIONAL AND RECURRING ITEMS
The reconciliation contained in the Company's Form 20-F shows the difference
between its net income under French GAAP and its net income under US GAAP. The
difference between the two numbers in 1999 is attributable primarily to a number
of one-time adjustments which Vivendi views as exceptional (i.e. items with a
significant one-time impact).
DESCRIPTION OF RECURRING ITEMS
On a recurring basis, the differences between French GAAP figures and US GAAP
figures are expected to consist principally of the following:
o Intangible assets - the amortization of certain types of start-up and
advertising costs and of some trademarks is required under US GAAP;
under French GAAP such costs are not amortised;
o Stock-based compensation - under French GAAP, the issuance of shares
upon exercise of options and the sale of shares to employees through
qualified employee stock purchase plans are recorded as increases in
share capital. Under US GAAP, qualified employee stock purchase plans
are considered compensatory if the discount of the strike price of the
options to the prevailing market price (or of the price of the shares
sold to employees to the prevailing market price) is in excess of 15%.
After 2000, Vivendi intends to ensure that its plans will not be
considered compensatory under US GAAP;
o Miscellaneous items - including accounting treatment of derivative
financial instruments and public service, leasing and construction
contracts;
o Goodwill - additional goodwill arises under US GAAP from (i) the
recording at fair value of assets and liabilities of an acquired company
(whereas under French GAAP such assets and liabilities are carried at
historical cost under certain conditions that have been met) and (ii)
the recording of goodwill as an asset (whereas under French GAAP
goodwill may be recorded as a reduction of shareholders' equity if the
acquisition has been paid for with equity securities).
<PAGE>
Vivendi anticipates the following estimated negative impact (except as noted) of
such recurring items (in millions of Euros):
FULL-YEAR IMPACT
2001 AND BEYOND 1999 2000
-------------------------------------------------------------------------
Intangible assets 100 85 100
Stock-based compensation 0 95 100
Miscellaneous <20 <20 <20
Positive tax impact of the above items (35) (35) (35)
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TOTAL PRE-GOODWILL 85 165 185
The post-tax effect of the amortization of additional goodwill on Vivendi's net
income is estimated to be approximately 355 million Euros annually in 2000 and
beyond.
The impact of new accounting rules that were not applicable in 1999 has not been
reflected in this discussion. The consolidation scope envisaged is that of the
Company at year end 1999.
ABOUT VIVENDI
Vivendi is one of Europe's leading telecommunications and media companies,
providing a broad range of communications, entertainment and educational
services, including fixed line and mobile telecommunications, Internet services,
film production and publishing. The company is also a leading global provider of
environmental management services. Headquartered in Paris, Vivendi operates in
over 100 countries with 260,000 employees. Vivendi's communications activities
are in telecommunications (e.g., SFR mobile telephony and "7" fixed line
telephony); Internet (e.g. Vizzavi, a multi access portal with a large European
customer base) and VivendiNet (Internet aggregation); publishing and multimedia
(through Havas and Havas Interactive), and audiovisual activities with a 49%
stake in Canal+. For additional information the Company's website can be
accessed at: www.vivendi.com.
IMPORTANT DISCLAIMER
All figures in this press release have been rounded up. Readers should refer to
our Form 20-F filed with the SEC on September 11, 2000 for a detailed
description of the Company, its businesses and the audited accounts.
This press release contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Sector Securities Litigation Reform Act
of 1995. These statements are
<PAGE>
based on management's current expectation 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 following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: the risk that
Vivendi's, Canal+'s and Seagram's businesses will not be integrated
successfully; that Vivendi's, Canal+'s or Seagram's shareholders will not
approve the merger; that Vivendi Universal will be unable to identify, develop
and achieve success for new products, services and technologies; that Vivendi
Universal will face increased competition and that such competition will
adversely affect pricing, spending, third-party relationships and/or revenue;
that Vivendi Universal will be unable to obtain or retain necessary licenses,
permits and approvals; that demand for Vivendi Universal's integrated
communications and environmental services will be less than it expects; that
accounting changes will affect Vivendi Universal's reported results of
operations; that Vivendi Universal will have difficulty enforcing its
intellectual property rights; and the other risks described in the Form 20-F and
the joint proxy statement/prospectus (when it becomes available) regarding the
business combination transaction referenced in this press release. Many of the
factors that will determine Vivendi's future results are beyond its ability to
control or predict. You should not place undue reliance on the forward-looking
statements as they reflect management's views only as of the date of this press
release. Neither Vivendi, Canal+ nor Seagram undertakes any obligation to revise
or update any forward-looking statements, whether as a result of new
information, future events or otherwise. Investors and security holders are
urged to read the Form 20-F and the joint proxy statement/prospectus (when it
becomes available) because they contain important information.
The Form 20-F has been, and the joint proxy statement/prospectus will be, filed
with the SEC. Investors and securities holders may obtain a free copy of either
document and other documents filed by Vivendi and Seagram with the SEC at the
SEC's web site located at www.sec.gov. Documents may also be obtained for free
from Vivendi, Canal+ and Seagram, as applicable. 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 and filed with the Commission by each
of Vivendi, and Seagram on June 20, 2000.
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VIVENDI CONTACT INFORMATION:
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PARIS: NEW YORK:
Media Relations The Abernathy MacGregor Group
--------------- Andrew Merrill or David Pitts
Antoine LeFort 212.371.5999
011.33.1.71.71.11.80
Alain Delrieu
011.33.1.71.71.10.86
Investor Relations
------------------
Bruno Bernard
011.33.1.71.71.19.44
