<PAGE> 1
Filed by The Seagram Company Ltd.
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 31, 2000
* * * * *
These releases may 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. Actual results may differ from those set forth in the
forward-looking statements as a result of various factors (including, but not
limited to, future global economic conditions, market conditions, foreign
exchange rates, the actions of competitors, consumer preferences and operating
and financial risks related to managing growth and integrating acquired
businesses), many of which are beyond the control of the managements of Vivendi,
Seagram and Canal+.
The forward-looking statements contained in these releases also address the
strategic business combination of Vivendi, Seagram and Canal+. 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,
Seagram and Canal+ businesses will not be integrated successfully; costs related
to the business combination; failure of the Vivendi, Seagram or Canal+
shareholders to approve the business combination; the risk that Seagram will be
unable to effect the disposition of its Spirits and Wine business or effect such
disposition on satisfactory terms and conditions; 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 the inability to establish and maintain
relationships with commerce, advertising, marketing, technology and content
providers. None of Vivendi, Seagram or Canal+ undertakes any obligation to
provide updates or to revise any forward-looking statements.
Investors and security holders are urged to read the joint proxy
statements/prospectus regarding the strategic business combination transaction,
which Vivendi Universal has filed with the U.S. Securities and Exchange
Commission as part of its Registration Statement on Form F-4, because it
contains important information. Investors and security holders may obtain a free
copy of the joint proxy statement/prospectus and other documents filed by
Vivendi, Seagram and Canal+ with the Commission at the Commission's website at
www.sec.gov. The joint proxy statement/prospectus and these other documents may
also be obtained for free from 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 proxy
statement/prospectus.
* * * * *
<PAGE> 2
THE FOLLOWING IS A PRESS RELEASE ISSUED BY VIVENDI ON OCTOBER 31, 2000
October 31, 2000
VIVENDI FILES ITS JOINT PROXY STATEMENT/PROSPECTUS (FORM F-4) WITH SEC
IN CONNECTION WITH THE PROPOSED COMBINATION WITH SEAGRAM AND
CANAL+
US GAAP RECONCILIATION OF INCOME STATEMENT CONFIRMS EXCELLENT OPERATIONAL
PERFORMANCES OF 1H 2000: NET INCOME BEFORE GOODWILL MORE THAN DOUBLED UNDER US
GAAP
TENDER OFFER ON SEAGRAM BONDS
PARIS, FRANCE, OCTOBER 31, 2000 -- Vivendi (Paris Bourse: EAUG and New York
Stock Exchange: V) announces today that it has filed its joint proxy
statement/prospectus on Form F-4 with the Securities and Exchange Commission
(SEC) in connection with the pending combination with Seagram and Canal+.
Vivendi Universal, as the company is to be called post combination, will be a
leading global media and communications group, providing a broad range of
communications and entertainment services, including music production, film
production, publishing, fixed line and mobile telephony, pay television and
internet services.
"The timely filing of our proxy statement has been a major priority for Vivendi.
We are now in a position, together with Seagram and Canal+, to submit the
combination to our shareholders for approval" said Vivendi chairman and chief
executive officer Jean-Marie Messier.
The filing includes a required reconciliation of the Company's accounts for the
first half of 2000 published under French generally accepted accounting
principles ("French GAAP") to United States generally accepted accounting
principles ("US GAAP").
Messier added that "as indicated to the financial community when Vivendi shares
were listed on the NYSE, the recurring impact of a reconciliation of the
Company's statement of income under US GAAP remains limited down to the level
of the net results before goodwill: the recurring impact of the reconciliation
of the Company's first half net income to US GAAP is around 55 million Euros
pre-goodwill. In addition, the growth reflected in our first half results under
US GAAP is stronger than that reflected under French GAAP; the net income
before goodwill under US GAAP more than doubled while the French GAAP figure
increase by 81%".
SUMMARY FINANCIAL INFORMATION RELEASED IN FORM F-4
The following summary financial information was released in form F-4, and
represents French GAAP financial information presented in a US GAAP format:
<TABLE>
<CAPTION>
IN MILLION OF EUROS 1H00 1H99 CHANGE
------------------- ------ ------ ------
<S> <C> <C> <C>
Net sales 17,191 17,611
Goodwill amortisation 268 198
Net income before taxes minorities and equity interest 1352 438 3.1 X
net income (group share) 533 190 2.8 X
NET INCOME (GROUP SHARE) BEFORE GOODWILL 800 388 +106%
</TABLE>
EXCEPTIONAL AND RECURRING ITEMS
The reconciliation contained in the Company's Form F-4 shows that under US GAAP
the group's Shareholders' equity amounted to 16,774 million Euros on June 30,
2000, as compared to French GAAP Shareholders' equity of 12,514 million Euros.
The gearing ratio of the Group is consequently dramatically improved under US
GAAP.
As a consequence of this reconciliation, the Company's Form F-4 shows a
difference between the Company's net income before goodwill under French GAAP
and its net income before goodwill under US GAAP, as shown below.
The difference between the two numbers is attributable primarily to a number of
one-time adjustments which Vivendi views as exceptional (i.e. items with a
significant one-time impact).
<PAGE> 3
The Company anticipates that a significant portion of these non-recurring
adjustment (approx. 50% - see below: description of exceptional items in
relation of differential accounting date) will be written back positively during
2H 2000, leading to a 2H 2000 US GAAP net result closer or above the French GAAP
figure all other things being equal.
A reconciliation of French GAAP net income before goodwill to US GAAP net
income before goodwill follows:
<TABLE>
<CAPTION>
IN MILLIONS OF EUROS 1H99 1H00
----------------------------------------------------------------------------------
<S> <C> <C>
FRENCH GAAP NET RESULT BEFORE GW 905 1,641
net result after GW 783 1,416
RECONCILIATION RECURRING IMPACT (47) (55)
Recurring goodwill amortization (87) (146)
Non-recurring impact (459) (684)
US GAAP net result after GW 190 533
NET RESULT BEFORE GW 388 800
</TABLE>
On a recurring basis, the differences between French GAAP and US GAAP net
income consist principally of the following:
- 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;
- 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;
- Miscellaneous items - including accounting treatment of derivative
financial instruments and public service, leasing and construction
contracts;
- 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).
Non-recurring items with a significant impact on the Company's results are
as follows:
- Differential accounting date for capital gain in relation with part
disposal of CanalSatellite and Multithematique to Lagardere group: 310
million Euros (accounted for in 1H00 under French GAAP, in 2H00 under US
GAAP);
- Items related to business combinations and goodwill:
- post-acquisition disposal of assets; assets are carried at historical
cost under French GAAP, while they are carried at fair value under US
GAAP (Avenir for 1H99);
- purchase accounting: goodwill in relation to the acquisition of Havas
Interactive (1H99) accounted as R&D and amortised over 12 months under
US GAAP;
- dilution profit for BSkyB reassessed to account for differential
purchase value under US GAAP (1H00);
- tax treatment of the capital gain in relation to the disposal of Vinci
reassessed under US GAAP (1H00).
- Financial instruments - treasury stocks recorded as a reduction in
shareholders' equity and differential treatment of derivatives financial
instruments under US GAAP (a large percentage of these provisions may be
recovered depending on future market conditions);
- Stock based compensation - see above.
TENDER OFFER ON SEAGRAM BONDS
The registration statement indicates that The Seagram Company Ltd. and Joseph
E. Seagram &
<PAGE> 4
Sons intend to tender for all of their outstanding debt securities maturing
between April 2001 and September 2023. The debt securities, including the
subordinated deferrable notes which are part of the adjustable conversion-rate
equity securities units issued by the companies, have an aggregate principal
value of approximately U.S.$7.175 billion. Precise terms will be announced by
Seagram shortly. The registration statement indicates that tender offers are
expected to commence substantially concurrent with the delivery of the proxy
statements to the shareholders of Seagram, Vivendi and Canal+, except for the
tender offers for the senior quarterly income debt securities and the
subordinated deferrable notes which are part of the adjustable conversion-rate
equity securities units which are expected to be commenced at a later date. The
tender offers will be conditioned, upon among other things, the consummation of
the proposed combination and approval of certain amendments to the securities
and related indentures. It is anticipated that the financing associated with the
tender offer will be reimbursed with the sale of the spirits and wine business.
IMPORTANT DISCLAIMER
All figures in this press release have been rounded up. Readers should refer to
our Form F-4 filed with the SEC on October 30, 2000 for a detailed description
of the Company, its businesses and the audited accounts.
The impact of new accounting rules that were not applicable in 1H 2000 has not
been reflected in this discussion. The consolidation scope envisaged is that of
the Company at June end 2000.
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; 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 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 because it contains important informations. 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 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.
PRESS CONTACT: ANTOINE LEFORT TEL.: 33 1 71 71 11 80
* * *
<PAGE> 5
THE FOLLOWING IS A PRESS RELEASE
ISSUED BY THE SEAGRAM COMPANY LTD. ON OCTOBER 31, 2000
THE SEAGRAM COMPANY LTD. AND JOSEPH E. SEAGRAM & SONS, INC. ANNOUNCE
CASH TENDER OFFERS AND CONSENT SOLICITATIONS FOR DEBT SECURITIES
MONTREAL and NEW YORK, October 31, 2000---The Seagram Company Ltd.
(SCL) and Joseph E. Seagram & Sons, Inc. (JES) today announced that they are
commencing cash tender offers and consent solicitations for certain of their
outstanding debt securities.
The tender offers and consent solicitations 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 tender offers and consent solicitations 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 tender offer with respect to each series of Debentures will expire
at 5:00 p.m., New York City time, on December 12, 2000, unless the offer is
extended (as the same may be extended, the "expiration date"). In order to be
eligible to receive the consent payment, holders of Debentures must tender their
Debentures and deliver their consents to the proposed amendments on or prior to
5:00 p.m., New York City time, on November 14, 2000, unless extended by us with
respect to such series (as the same may be extended, the "consent date").
Tendered Debentures may be withdrawn and consents may be revoked at any time
prior to 5:00 p.m., New York City time, on the consent date for such series of
Debentures but not thereafter.
Holders who desire to tender their Debentures pursuant to the tender
offers must consent to the proposed amendments and holders may not deliver
consents without tendering the related Debentures. Holders may not revoke
consents without withdrawing the Debentures tendered pursuant to the tender
offers.
The tender offers and consent solicitations are being made in
connection with the pending combination of Vivendi, SCL and CANAL +. The tender
offer and consent solicitation for each series of Debentures is conditioned
upon, among other things, the completion of such combination and related
transactions and the receipt of the requisite consents to adopt amendments to
the Debentures and the Indentures pursuant to which they were issued.
The total purchase price SCL and JES are offering for each series of
SCL Debentures and JES Debentures, respectively, will be calculated on the
second business day before such tender
<PAGE> 6
2
offer expires using a yield equal to a fixed spread plus the yield to maturity
of a U.S. Treasury bond with a maturity date that is close to the maturity date
of such series of Debentures. This price is referred to as the total purchase
price. SCL and JES expect that the total purchase price for the Debentures will
be fixed on December 8, 2000, when the yield on the reference U.S. Treasury
bonds will be determined (or, if a tender offer is extended, the second business
day prior to the expiration date).
The fixed spread and the U.S. Treasury reference bond being used with
respect to each series of Debentures are specified in the chart below.
<PAGE> 7
3
SCL DEBENTURES
<TABLE>
<CAPTION>
Consent
Payment Fixed
(per $1000 Spread
Outstanding U.S. Treasury principal (in basis
Series of Debentures Principal Amount Maturity Date Reference Bond amount) points)
-------------------- ----------------- ------------- -------------- ------- -------
<S> <C> <C> <C> <C> <C>
6.50% Debentures due $200,000,000 April 1, 5.750% U.S. Treasury $10.00 + 40.0 bp
April 1, 2003 2003 Note due August 15,
2003
8.35% Debentures due $200,000,000 November 15, 6.750% U.S. Treasury $15.00 + 60.0 bp
November 15, 2006 2006 Note due May 15, 2005
8.35% Debentures due $200,000,000 January 15, 6.125% U.S. Treasury $35.00 + 85.0 bp
January 15, 2022 2022 Note due August 15,
2029
6.875% Debentures due $200,000,000 September 1, 6.125% U.S. Treasury $35.00 + 85.0 bp
September 1, 2023 2023 Note due August 15,
2029
</TABLE>
<PAGE> 8
4
JES DEBENTURES
<TABLE>
<CAPTION>
Consent
Payment Fixed
Outstanding (per $1000 Spread
Principal U.S. Treasury principal (in basis
Series of Debentures Amount Maturity Date Reference Bond amount) points)
-------------------- ------ ------------- -------------- ------- -------
<S> <C> <C> <C> <C> <C>
5.79% Senior Notes $250,000,000 April 15, 2001 6.250% U.S. Treasury $2.00 + 30.0 bp
due 2001 Note due April 30, 2001
6.250% Senior Notes $600,000,000 December 15, 5.875% U.S. Treasury $5.00 + 30.0 bp
due 2001 2001 Note due November 30,
2001
6.400% Senior Notes $400,000,000 December 15, 5.750% U.S. Treasury $10.00 + 40.0 bp
due 2003 2003 Note due August 15,
2003
6.625% Senior Notes $475,000,000 December 15, 6.750% U.S. Treasury $15.00 + 55.0 bp
due 2005 2005 Note due May 15, 2005
8 3/8% Debentures $200,000,000 February 15, 6.750% U.S. Treasury $18.00 + 65.0 bp
due February 15, 2007 2007 Note due May 15, 2005
7% Guaranteed Debentures due $200,000,000 April 15, 2008 5.750% U.S. Treasury $20.00 + 70.0 bp
April 15, 2008 Note due August 15,
2010
6.800% Senior Notes $450,000,000 December 15, 5.750% U.S. Treasury $20.00 + 70.0 bp
due 2008 2008 Note due August 15,
2010
8 7/8% Guaranteed Debentures $225,000,000 September 15, 5.750% U.S. Treasury $25.00 + 75.0 bp
due September 15, 2011 2011 Note due August 15,
2010
9.65% Senior Debentures $250,000,000 August 15, 6.125% U.S. Treasury $35.00 + 85.0 bp
due August 15, 2018 2018 Note due August 15,
2029
7.500% Guaranteed Debentures $875,000,000 December 15, 6.125% U.S. Treasury $35.00 + 85.0 bp
due, 2018 2018 Note due August 15,
2029
9% Guaranteed Debentures $200,000,000 August 15, 6.125% U.S. Treasury $35.00 + 85.0 bp
due August 15, 2021 2021 Note due August 15,
2029
7.600% Senior Debentures $700,000,000 December 15, 6.125% U.S. Treasury $40.00 + 90.0 bp
due 2028 2028 Note due August 15,
2029
</TABLE>
In addition, tendering holders whose Debentures are accepted for payment
pursuant to the offers will receive accrued and unpaid interest to but not
including the date of payment.
In conjunction with the tender offers, SCL and JES are seeking consents
to proposed amendments to the Debentures and the Indentures pursuant to which
they were issued and they have each designated a portion of the total purchase
price of each series of Debentures as a consent payment. The consent payment
with respect to each series of Debentures is set forth in the table above. The
consent payment will be made only if the offers are consummated. If the offers
are consummated, holders who have validly tendered their Debentures prior to the
consent date and who have not withdrawn their tender and revoked their consent
prior to 5:00 p.m., New
<PAGE> 9
5
York City time, on the consent date will be paid the total purchase price
(including the consent payment) for their Debentures. If the offers are
consummated, holders who have validly tendered their Debentures after the
consent date will be paid the total purchase price less the consent payment.
The proposed amendments would (a) eliminate substantially all of the
covenants in the Indentures other than the covenants requiring payment of
interest on and principal of the Debentures when due and requiring the
maintenance of an office for purposes of making payments on the Debentures, (b)
eliminate Events of Default under the Indentures relating to defaults on
bankruptcy and insolvency, (c) eliminate the limitations in the Indentures on
consolidation, merger, conveyance and transfers, (d) in the case of certain of
the Debentures and Indentures, modify certain repurchase and defeasance
provisions and (e) eliminate the contractual requirement for filing periodic
reports with the SEC. Adoption of the proposed amendments for each series of
Debentures requires the consent of holders of at least a majority of such
series, except in the case of the 9.65% Guaranteed Debentures due August 15,
2018 and the 9% Guaranteed Debentures due August 15, 2021, with respect to which
consents to the proposed amendments from holders representing at least a
majority of the principal amount of such series of Debentures and the 8 7/8%
Guaranteed Debentures due September 15, 2011, voting together as one class, are
required to approve the proposed amendments with respect to such series of
Debentures.
Banc of America Securities LLC and Salomon Smith Barney are acting as
the dealer managers for the tender offers and consent solicitations. The
information agent and the depositary for the tender offers and consent
solicitations is ChaseMellon Shareholder Services, L.L.C. The tender offers and
consent solicitations are being made pursuant to Offers to Purchase and Consent
Solicitation and related Letters of Transmittal and Consent, which more fully
set forth the terms of the tender offers and consent solicitations.
This press release shall not constitute an offer to purchase or a
solicitation of acceptances of the tender offers and the consent solicitation,
which may only be made pursuant to the terms of the relevant Offer to Purchase
and Consent Solicitation and related Letter of Transmittal and Consent.
<PAGE> 10
6
Additional information concerning the terms of the tender offers and
consent solicitations may be obtained from Banc of America Securities LLC at
(866) 475-9886 (toll free) or (704) 388-8853 (collect) or from Salomon Smith
Barney, Liability Management Group, at (800) 558-3745. Copies of the Offers to
Purchase and Consent Solicitation and related documents may be obtained from
ChaseMellon Shareholder Services, L.L.C., the information agent, at (866)
293-6618.
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, failure of vivendi, Canal+ and Seagram shareholders to approve the
combination or delays in the completion of the combination and related
transactions; 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 ad 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 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 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 (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 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.
