-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LRyR69HucxJmHJ/4lw61ZDzaDRe9bMS5wzSCg2i409yernE/l4+mXmcM9D0qPAER muq+9wXn2GzFka4DeceA7w== /in/edgar/work/20000627/0000950123-00-006028/0000950123-00-006028.txt : 20000920 0000950123-00-006028.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950123-00-006028 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000627 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEAGRAM CO LTD CENTRAL INDEX KEY: 0000088188 STANDARD INDUSTRIAL CLASSIFICATION: [2080 ] IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 001-02275 FILM NUMBER: 661134 BUSINESS ADDRESS: STREET 1: 1430 PEEL ST STREET 2: H3A 1S9 CITY: MONTREAL QUEBEC CANA STATE: A8 BUSINESS PHONE: 5148495271 MAIL ADDRESS: STREET 1: C/O JOSEPH E SEAGRAM & SONS INC STREET 2: 375 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10152 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEAGRAM CO LTD CENTRAL INDEX KEY: 0000088188 STANDARD INDUSTRIAL CLASSIFICATION: [2080 ] IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 1430 PEEL ST STREET 2: H3A 1S9 CITY: MONTREAL QUEBEC CANA STATE: A8 BUSINESS PHONE: 5148495271 MAIL ADDRESS: STREET 1: C/O JOSEPH E SEAGRAM & SONS INC STREET 2: 375 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10152 425 1 e425.txt THE SEAGRAM COMPANY LTD. 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 Date: June 26, 2000 This filing 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 filing 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+ and Seagram businesses will not be integrated successfully; costs related to 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. 2 * * * * * * * * * * THE FOLLOWING IS A PRESENTATION PREPARED WITH RESPECT TO THE PROPOSED STRATEGIC BUSINESS COMBINATION AMONG THE SEAGRAM COMPANY LTD., VIVENDI S.A. AND CANAL PLUS S.A. [VIVENDI UNIVERSAL LOGO] THE PROPOSED MERGER OF VIVENDI, CANAL+ AND SEAGRAM Building a Global Communications Company JUNE 2000 [GRAPHIC] 3 [VIVENDI UNIVERSAL LOGO] SAFE-HARBOR STATEMENT This presentation 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 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+ and Seagram businesses will not be integrated successfully; costs related to the merger; failure of the Vivendi, Canal+ or Seagram 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 Vivendi and Seagram on June 20, 2000. [GRAPHIC] 2 4 [VIVENDI UNIVERSAL LOGO] TRANSACTION OVERVIEW - - Vivendi - Seagram Transaction - Fixed price of $77.35 in Vivendi Universal stock within a Vivendi share price collar of $96.69-$124.30 - Fixed exchange ratio outside the collar of not less than 0.622 or more than 0.800 Vivendi Universal shares per Seagram share - Tax free for all shareholders - US holders to receive ADRs and Canadian holders electing to receive 30 year maturity exchangeables - Bronfman family signed a voting agreement committing their vote in favor of the transaction. In addition, Phillips has stated its intention to support the transaction - - Vivendi - Canal+ Transaction - Canal+ shareholders to receive 2.0 Vivendi Universal shares per Canal+ share - - Vivendi Universal to list ADRs on the NYSE before closing - - Vivendi Universal approximate ownership - Vivendi (58%), Seagram (29%), Canal+ (12%) [GRAPHIC] 3 5 [VIVENDI UNIVERSAL LOGO] VISION "A Merger for the Convergence Era" Create and Deliver the Most Preferred Consumer Content and Services to Customers Everywhere, at Anytime, and Across All Platforms and Devices To Build Shareholder Value through the Acceleration of our Core Businesses and the Development of New and Profitable Revenue Streams ... a vision built on industry leading businesses, unique breadth of global and local content, and the premier multi- access footprint [GRAPHIC] 4 6 [VIVENDI UNIVERSAL LOGO] COMMUNICATIONS BUSINESS SUMMARY Industry Leading Content, Aggregation and Access Businesses... Telecommunications (Cegetel, SFR & Xfera) - - Only diversified competitor to FT - across fixed/wireless and voice/data - - High growth business - 20% per annum revenue growth targeted through 2002 - - 8mm wireless customers today - France's 2nd largest operator (35% market share) - High growth - - - 10mm + customers by Dec. 2000/16mm by 2002 - High margin potential: target EBITDA margin >40% by 2002 - - 2mm wireline customers (at 12/2000) - #2 in France after FT with 7% market share - - UMTS licenses - Spain, France (expected) - Vizzavi access [GRAPHIC] [CEGETEL LOGO] [SFR LOGO] [XFERA LOGO] Source: Vivendi Management 5 7 [Vivendi Universal Logo] COMMUNICATIONS BUSINESS SUMMARY Industry Leading Content, Aggregation and Access Businesses... Pay TV - - Leading pan-European pay TV operator with strong brand name - 14 million subscriptions in 11 countries - 15 million by year end 2000 - multi-channel interactive services to 4mm satellite subscribers - acceleration of migration towards digital - - Europe's third largest TV and Film library - - Exclusive, long term agreements for sports programming - - Expecting strong growth in new subscribers, particularly digital -- which is expected to represent 100% of the market by 2005 - - 23% stake in BSkyB [GRAPHIC] [CANAL+ LOGO] [CANALSATELLITE LOGO] [TELEPIU LOGO] Source: Vivendi Management 6 8 [Vivendi Universal Logo] COMMUNICATIONS BUSINESS SUMMARY Industry Leading Content, Aggregation and Access Businesses... Havas Publishing and Multimedia - - Diversified global media company (publishing, multimedia, Internet) - #1 in the US and #2 worldwide in PC and online games - #3 in education and publishing worldwide - - Operations in more than 40 countries - - Acquired Cendant Software in 1999 - - Substantial new opportunities in digitalization and online content distribution [GRAPHIC] [HAVAS LOGO] [KLEIO.FR LOGO] [HARRAP LOGO] Source: Vivendi Management 7 9 [VIVENDI UNIVERSAL LOGO] COMMUNICATIONS BUSINESS SUMMARY Industry Leading Content, Aggregation and Access Businesses... Vivendi Net and Vizzavi - - Network of Internet businesses which connects the Internet activities of Havas, Cegetel and Canal+ - - Incubator of early stage Internet ventures - - Most importantly, joint venture with Vodafone to create Vizzavi, a European multi-access portal utilizing the world's largest subscriber footprint [GRAPHIC] [VIZZAVI LOGO] [SCOOT LOGO] [@VISO LOGO] Source: Vivendi Management 8 10 [Vivendi Universal Logo] VIZZAVI - KEY STRENGTHS - - Access from PC, mobile and TV platforms -- will benefit from the largest European customer reach - - Default home page for entire controlled European customer bases of Vivendi, Vodafone and Canal+ (currently 80 million potential subscriber footprint) - - Preferred supplier status for Vizzavi with Vodafone's ventures outside Europe: Internet content and services distribution - - Use mobile and iTV subscriber bases to help with the battle for the PC - - Access to attractive content - Content aggregation expertise - - Outstanding position to negotiate advertising and e-commerce deals - - Win-win situation for access and content: loyalty (decreasing churn) and additional traffic and audience [GRAPHIC] 9 11 [Vivendi Universal Logo] VIZZAVI -- THE OPPORTUNITY - - The Market - 2nd generation of Internet -- broadband and multi-access -------------------------------------------------------- Users in millions(a) 1999 2005 --------------------------------- Digital TV 15 100 WAP and 3G mobile 0 300 Internet PC 140 300 Console games 0 45 -------------------------------------------------------- - - Vizzavi - Only large scale footprint that can deliver multi-access connectivity = 80m potential Vivendi, Vodafone and Canal+ subscribers - 100m by mid 2001 - Ownership of exceptional content a key differentiator to drive adoption and usage = music, games, sports, education, cartoons, local info, video [GRAPHIC] (a) Source: Broker Research 10 12 [Vivendi Universal Logo] Music on the Internet - - A $40 Bn global business with strong economic fundamentals - Low capital expenditures - High cash flow generation - Stable historical growth - Predictable profitability - - Piracy is being tackled by legal and technical responses - - The Internet is the opportunity of a lifetime - Sell more enhanced products - Subscription models - Previews - - Online music sales will also ... - Reduce inventories and product return costs - Cut manufacturing and distribution costs [GRAPHIC] 11 13 [Vivendi Universal Logo] VIZZAVI AND UMG: DRIVING ADOPTION - - Distribute Vizzavi on close to 300m music CDs per year in Europe - - Include compressed music on CD and DVD as "stores at home" for use with Vizzavi - - Offer music and film subscriptions simultaneously -- available on mobile phone, television and PC - - Establish cross promotion and loyalty systems across all Vivendi Universal content divisions - - First access to popular new releases Speed to market and windowing of content drives adoption and use of Vizzavi and sales of content [GRAPHIC] 12 14 [Vivendi Universal Logo] VIZZAVI - ROADMAP
Q1 2000 Q2 2000 Q3-Q4 2000 2001 2001/2002 - - Vodafone and - Closing - UK (July) - Further - UMTS on Vivendi create of the stages of mobile a Multi agreement - Germany European Access Portal (May) (Fall) roll-out (January) programme - Brand - Italy (Year (10 more - - Vizzavi CEO name: End) countries) appointed: Vizzavi Evan - Vizzavi - GPRS on - Pay-TV: Newmark available mobile web set-top for PC and boxes mobile available access in France (June)
[GRAPHIC] 13 15 [VIVENDI UNIVERSAL LOGO] VIZZAVI -- KEY SERVICES Value Added Services Provider - - Personalization -- My map -- Our map (community management) - - Web Communication -- Unified e-mail -- Chat forums -- Instant messaging - - E-commerce facilitation -- Authentication -- Payment tools -- Comparison shopping -- Universal shopping cart -- Personalized advertising -- Service platform - - Other value added services -- Search engine Content & Services Aggregation (a) - - Vertical portal - E-commerce -- Games -- Books -- Sports -- Leisure -- News -- Music -- Finance -- IT -- Education -- Travel -- Health -- Brokerage -- Local services -- ... -- Job -- ... [GRAPHIC] (a) Personalized local and global content and services 14 16 [Vivendi Universal Logo] VIZZAVI: LEVERAGING THE 2ND INTERNET GENERATION - - Vivendi/Vodafone: a powerful combination to create a multi-access portal - Vizzavi - It provides customers with a seamless environment across platforms (Mobile, TV, PC, PDA) for Internet services and content - More cross-marketing, more traffic, more revenues, and more loyalty - New revenue streams - - Thanks to: - the largest reach for European Mobile and PAY-TV subscribers - a compelling advance in mobile data (GPRS and then UMTS) and interactive services on TV - leading content in key areas (music, sports, movies, TV, education, games, healthcare,...) - unique ability to drive personalization, customization and localization of content services [GRAPHIC] 15 17 [Vivendi Universal Logo] SELECTED REVENUE SYNERGIES Content [arrows] Access - - Wireless phone as walkman - drive adoption of wireless service with promotional music - - Set top boxes as hard drives containing compressed music - drive adoption of Canal+ digital offerings - - Marry Universal film channels and FarmClub with Canal+ - - Canal+ platform combined with access to 27 million Universal subscribers and world's largest film and TV library will be used to drive current channels to profitability more quickly and create new channels for additional revenues - - Vivendi Universal's added importance due to owned content enables alliances with other access and content companies Estimated Revenue Synergies = Euro 200M beginning in 2002 [GRAPHIC] Source: Vivendi Management 16 18 [Vivendi Universal Logo] COMMENCEMENT OF COST SAVINGS
2000 2001 2002 ------------------------------------------- Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 ==================================================================== Corporate O/Hs X X X X X - -------------------------------------------------------------------- Purchasing X X X X - -------------------------------------------------------------------- IT X X X X - -------------------------------------------------------------------- Logistics X X X X ==================================================================== [arrow pointing to end of Q4 2000] Deal Closes Prior
[GRAPHIC] Estimated Cost Synergies = Euro 400M beginning by 2H 2001 Source: Vivendi Management 17 19 [Vivendi Universal Logo] MAJOR NON COMMUNICATION ASSETS Environment - ----------- - - Strong cash flow with leading service businesses: - Water; waste management; energy; transport. - - IPO process underway - - Proceeds anticipated to be used to reduce environmental net debt - - Industry beginning its consolidation [GRAPHIC] 18 20 [VIVENDI UNIVERSAL LOGO] MAJOR NON COMMUNICATION ASSETS Spirits & Wine - - Strong cash flow with leading brands - Chivas Regal, Martell, Crown Royal, Seagrams VO, 7Crown, Gin - - Strategic alternatives to be pursued in the near term - - Significant interest expressed by 3rd parties - - Maximize shareholder value [GRAPHIC] 19 21 [VIVENDI UNIVERSAL LOGO] A FINANCIAL POWERHOUSE - - Vivendi communications division potentially debt free - Vivendi communications division net debt (Euro 2.0B) offset by BSkyB exchangeable proceeds (Euro 1.48B) = Euro 0.5B - Spirits & wines proceeds potentially offset Seagram net debt (Euro 6.9B) - - Free cash flow - significantly positive(a) - 2001E Euro + 0.7B - 2002E Euro + 2.6B - - 4.0 bn + EBITDA in 2000 -- Approximately 40% growth 2000 - 2002(b) - - Well positioned to capture value across all parts of value chain [GRAPHIC] (a) Disposal and UMTS excluded after interest and dividends (b) Assuming 100% consolidation of USAi Source: Management Estimates 20 22 Vivendi Universal VIVENDI UNIVERSAL SUM OF THE PARTS
PF APPROXIMATE VALUE % OF (Euro B) TOTAL - ---------------------------------------------------------------------------- Access Euro 60-72 44% Content 40-48 28 Aggregation 20-25 15 Environment 11-12 8 Cash & Investments (at parent) 7-8 5 - ---------------------------------------------------------------------------- Total 138-165 100 Per Share (a) Euro 125-150 Estimated Synergies 7-9 - ---------------------------------------------------------------------------- Total Per Share Euro 132-159 - ----------------------------------------------------------------------------
- -Assumes approximately 1.1 bn PF shares outstanding. Source: Vivendi Management and market sources 21 23 [VIVENDI UNIVERSAL LOGO] VIVENDI UNIVERSAL: AN INTEGRATED COMMUNICATIONS GROUP - - Multi-access, multi content -- not PC centric - - Global leader in its markets - - Focused on convergence - - Cash positive balance sheet - - Positive cash flow Real opportunity to: - - Generate significant synergies - - Pursue future growth opportunities [GRAPHIC] 22 24 [VIVENDI UNIVERSAL LOGO] Additional Upside Opportunities - - SYNERGIES -- potential for stronger results - - MUSIC -- impact of new business models - - USAi -- expansion on combined platform and future control premium - - ADDITIONAL TV CHANNELS OUTSIDE USAi -- accelerated pace to breakeven with access to 27 million current subscribers - - INTERACTIVE GAMES -- access to Universal characters and console business opportunities - - MULTI ACCESS PORTAL -- opportunities outside Europe - - VIZZAVI -- higher penetration and adoption rates [RIGHT POINTING ARROW] Should Be Valued Above Sum-Of-The-Parts [GRAPHIC] 23 25 [VIVENDI UNIVERSAL LOGO] VIVENDI UNIVERSAL WILL OFFER CONSUMERS MUSIC, SPORTS, FILM, TELEVISION, PUBLISHED INFORMATION, EDUCATION, AND INTERACTIVE GAMES ACROSS SATELLITE, TV, FIXED WIRE AND WIRELESS TELEPHONY, AND INTERNET ACCESS VIA ANY DEVICE, AT ANY TIME, IN ANY PLACE [GRAPHIC] 24 26 [Vivendi Universal Logo] APPENDIX [GRAPHIC] 25 27 [Vivendi Universal Logo] SEAGRAM BUSINESS SUMMARY Industry Leading Content Businesses... Music (UMG) - - #1 Worldwide, 2x EBITDA of nearest competitor - - High, growing and predictable cash generation - - Currently narrow demographic and geographic penetration - - Internet - "The Opportunity of a Lifetime" - - At doorstep of launching new digital businesses - - Piracy - legal, technical, commercial responses to address [GRAPHIC] 26 28 [VIVENDI UNIVERSAL LOGO] SEAGRAM BUSINESS SUMMARY Industry Leading Content Businesses... Filmed Entertainment - - #2 motion picture and #1 television libraries in the world - - Major film production studio - recent turnaround, tight cost discipline - - Valuable new channels - Sci-Fi, 13th Street, Studio Universal... - - Valuable equity channels - HBO Asia, VIVA, Sundance - - Modest EBITDA and valuation today; major digital opportunity tomorrow [GRAPHIC] 27 29 [VIVENDI UNIVERSAL LOGO] SEAGRAM BUSINESS OVERVIEW Industry Leading Content Businesses... Universal Studios Theme Parks - - #2 operator in world - Orlando, Hollywood, Barcelona, Osaka (2001) - - Strong Growth -- 2003E EBITDA Attributed = $450M - - High ROE -- management fees, equity partners, project finance [GRAPHIC] 28 30 [Vivendi Universal Logo] SEAGRAM BUSINESS SUMMARY Industry Leading Content Businesses... USAi - - 43% owned - market value of $7 - 8bn - - Leading general entertainment channel with 78mm subscribers - - Second largest electronic retailer - - Fast growing Sci-Fi cable channel with 59mm subscribers - - Leading provider of automated ticketing services - - Valuable Internet assets - ticketmaster/citysearch, hotel reservation networks [GRAPHIC] 29 31 [Vivendi Universal Logo] VIZZAVI - A PERSONALIZED AND CONSISTENT ENVIRONMENT WHATEVER THE ACCESS MODE my Vizzavi Mobile Content [GRAPHIC] my Vizzavi PC [GRAPHIC] [LINE] [LINE] Advertisers [LINE] [LINE] [GRAPHIC] my Vizzavi [LINE] [LINE] Vizzavi Vendors my Vizzavi TV Services [GRAPHIC] 30 32 [VIVENDI UNIVERSAL LOGO] ORGANIZATION VIVENDI UNIVERSAL Chairman: Jean-Marie Messier Vice Chairman: Edgar Bronfman Jr. Co-COOs: Pierre Lescure and Eric Licoys [ARROW] [ARROW] [ARROW] [ARROW] [ARROW] (44% Voting Control) IMAGES PUBLISHING MUSIC TELECOM INTERNET (Canal +/Universal) (Havas) (UMG) (Cegetel) (Vizzavi - 50%) Pierre Eric Doug Philippe Philippe Lescure Licoys Morris Germond Germond [ARROW] 42% USAi Barry Diller - - Organized by line of business not geography - - Music and Internet report to Vice Chairman; other businesses report directly to Chairman - - Content, aggregation and access - integrated globally by senior management and synergy teams [GRAPHIC] 31 * * * * * * * * * * 33 THE FOLLOWING ARE QUESTIONS FROM EMPLOYEES OF THE SEAGRAM COMPANY LTD. AND ANSWERS FROM JOHN D. BORGIA, EXECUTIVE VICE PRESIDENT, HUMAN RESOURCES DISSEMINATED OVER THE INTRANET OF THE SEAGRAM COMPANY LTD. How will the new Vivendi Universal organization be determined? John Borgia: Major strategic decisions will be the responsibility of an Executive Committee that includes Chief Executive Officer Jean-Marie Messier, Vice Chairman Edgar Bronfman, Jr., Co-Chief Operating Officers Eric Lecoys and Pierre Lescure, Philippe Germond, and Chief Financial Officer Guillaume Hannezo. An Integration Committee will be responsible for identifying and implementing all synergies involving cross distribution, new initiatives, new business models, new services and new products. This committee will total about 20 people and will include the Executive Committee plus two operational executives from each division. What will Edgar's role be? John Borgia: Edgar will be Vice Chairman and will lead the corporation's music, spirits and wine, and Internet businesses. He will be a member of the Vivendi Universal Board of Directors along with two other members of the Bronfman family and two independent directors currently on the Seagram Board. Where will the new company's headquarters be located? John Borgia: The new company will be headquartered in Paris with an additional corporate presence in New York. Will I be at a disadvantage if I don't speak French? John Borgia: No. Vivendi Universal will be a bilingual company and its business will be conducted in both French and English. Most of the French senior managers, including CEO Jean-Marie Messier, speak English as well as French. The current Vivendi Web site includes content in both French and English. Do our operating budgets for the next fiscal year remain intact? Do we continue to execute our business plans? John Borgia: The answer to both questions is yes. Our approach at this time should be business as usual. Performance and execution of our plans should continue to drive our actions. There is much work to be done, and it is important for the quality of our work to be as high as it has always been. What will be the merger process and timetable? John Borgia: The transaction is subject to approval by the shareholders of Vivendi, Seagram and Canal+; listing of the Vivendi Universal shares on the New York Stock Exchange; regulatory review and approvals in the European Union, Canada and the United States; and customary closing conditions. It is expected that the closing of the transaction will occur before the end of this calendar year. The current timetable is to circulate voting materials to shareholders of all three companies in August. After satisfactory fulfillment of all government conditions, shareholder meetings of the three companies are expected to be held in the period between September and November. ****************************** Investors and security holders are urged to read the joint proxy statement/prospectus regarding the proposed strategic business combination 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 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. -----END PRIVACY-ENHANCED MESSAGE-----