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THE SEAGRAM COMPANY LTD. AND JOSEPH E. SEAGRAM & SONS, INC. COMPLETE
TENDER OFFERS AND CONSENT SOLICITATIONS FOLLOWING FORMAL CLOSING OF
COMBINATION AMONG VIVENDI, SEAGRAM AND CANAL+ TO FORM VIVENDI UNIVERSAL
MONTREAL AND NEW YORK -- DECEMBER 13, 2000 -- The Seagram Company Ltd.
("SCL") and Joseph E. Seagram & Sons, Inc. ("JES") today announced the
successful completion of their tender offers and consent solicitations 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 expired at 5:00 p.m., New York City time, on December 12,
2000 (the "Expiration Date"). SCL and JES have accepted for payment all debt
securities validly tendered and not properly withdrawn pursuant to the Offers
and expect that payment will be made December 19, 2000 in respect of such debt
securities.
The percentages of each series of debt securities validly tendered and
not properly withdrawn pursuant to the Offers as of the Expiration Date are
specified in the table below.
SCL Debt Securities
<TABLE>
<CAPTION>
Outstanding
Principal
Amount Prior to Percentage
Series of Debt Securities Tender Offers Tendered
------------------------------- ----------------- -------------------
<S> <C> <C>
6.50% Debentures due April 1, $200,000,000 83.93%
2003
8.35% Debentures due November $200,000,000 93.77%
15, 2006
8.35% Debentures due January 15, $200,000,000 97.61%
2022
6.875% Debentures due September $200,000,000 97.82%
1, 2023
</TABLE>
JES Debentures
<TABLE>
<CAPTION>
Outstanding
Principal
Amount Prior to Percentage
Series of Debt Securities Tender Offers Tendered
------------------------------- --------------------- -------------------
<S> <C> <C>
5.79% Senior Notes due 2001 $250,000,000 99.73%
6.250% Senior Notes due 2001 $600,000,000 98.02%
6.400% Senior Notes due 2003 $400,000,000 98.88%
6.625% Senior Notes due 2005 $475,000,000 99.46%
8 3/8% Guaranteed Debentures $200,000,000 96.24%
due February 15, 2007
7% Guaranteed Debentures due $200,000,000 86.32%
April 15, 2008
6.800% Senior Notes due 2008 $450,000,000 98.77%
8 7/8% Guaranteed Debentures due $225,000,000 99.44%
September 15, 2011
9.65% Guaranteed Debentures due $250,000,000 99.43%
August 15, 2018
7.500% Senior Debentures due 2018 $875,000,000 99.85%
9% Guaranteed Debentures due $200,000,000 99.19%
August 15, 2021
7.600% Senior Debentures due 2028 $700,000,000 99.83%
</TABLE>
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As previously announced, the requisite consents to the proposed
amendments to the debt securities and the indentures pursuant to which the
debt securities were issued were received prior to 5:00 p.m., New York City
time, on November 14, 2000. Supplemental indentures to effect such amendments
have been executed and delivered by SCL, JES and the trustee. The emendments
become operative upon the purchase by SCL and JES of the tendered debt
securities. In addition, the combination of SCL with Vivendi and CANAL+ was
completed on December 8, 2000 and the condition to the Offers relating to the
completion of the Vivendi combination has been satisfied. SCL and JES are now
subsidiaries of Vivendi Universal.
Banc of America Securities LLC and Salomon Smith Barney acted as dealer
managers for the tender offers and consent solicitations.
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 Seagram Company Ltd., a subsidiary of Vivendi Universal, operates
in four global business segments: music, filmed entertainment, recreation and
other, and spirits and wine. Vivendi Universal, headquartered in Paris,
France, operates a number of leading and increasingly integrated businesses in
the telecommunications, multimedia, publishing and distribution, pay
television, recreation and Internet industries. By combining an array of
popular global and local content with advanced digital distribution
technology, e-services and e-commerce, Vivendi Universal provides content to
an international customer and subscriber base through a variety of access
devices. Vivendi Universal produces, markets and distributes recorded music,
motion picture, television and home video products throughout the world in all
major genres; operates and has ownership in a number of international cable
channels; engages in the licensing of merchandising rights and film property
rights; operates theme parks and retail stores; and is also involved in the
development of entertainment software. In addition through its environment
division, Vivendi Universal provides world-class water, waste management,
transportation and energy services operations.
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.
