EX-99 2 y41951ex99.txt PRESS RELEASE 1 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 Tendered Debentures may be withdrawn and consents may be revoked at any time prior to 5:00 p.m., New York City time, on the consent date for such series of Debentures but not thereafter.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 2 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. 3 3 SCL DEBENTURES
Consent Payment Fixed (per $1000 Spread Outstanding U.S. Treasury principal (in basis Series of Debentures Principal Amount Maturity Date Reference Bond amount) points) -------------------- ----------------- ------------- -------------- ------- ------- 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
4 4 JES DEBENTURES
Consent Payment Fixed Outstanding (per $1000 Spread Principal U.S. Treasury principal (in basis Series of Debentures Amount Maturity Date Reference Bond amount) points) -------------------- ------ ------------- -------------- ------- ------- 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
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 5 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. 6 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.