Vivendi in Exclusive Negotiations with Etisalat to Sell Its Interest in Maroc Telecom

  Vivendi in Exclusive Negotiations with Etisalat to Sell Its Interest in
  Maroc Telecom

Business Wire

PARIS -- July 23, 2013

Regulatory News:

Vivendi (Paris:VIV) has entered into exclusive negotiations with Etisalat to
finalize an agreement for the sale of its 53% shareholding in Maroc Telecom.

Etisalat’s offer values the controlling stake at 92.6 Moroccan dirhams per
share. The sale proceeds to Vivendi would total €4.2 billion in cash,
including the 2012 €310 million dividend.

Taking into account Maroc Telecom’s net debt, the transaction is being carried
out at a proportional enterprise value for Vivendi’s stake of €4.5 billion,
corresponding to an EBITDA multiple of 6.2x.

The final agreement is subject to informing and consulting with the French
Works Councils and to negotiating agreements between Etisalat and the Moroccan
government (terms of the shareholders’ agreement and key investment

Vivendi and Etisalat intend to close the transaction before end 2013, provided
they obtain the regulatory approvals required both in Morocco and in the
countries where Maroc Telecom operates.

Discussions with a consortium of Moroccan institutional investors, aiming to
define the conditions of its possible investment, will be taking place in

About Vivendi

Vivendi is one of the few multimedia groups in the world to operate across the
entire digital value chain. It creates and publishes content for which it
develops broadcast networks and distribution platforms.

Vivendi combines number of companies that are leaders in content and media:
the French leader in pay-TV (Canal+ Group), the world leader in music
(Universal Music Group) and the world leader in video games (Activision
Blizzard). In telecommunications, Vivendi operates the French leader in
alternative telecoms (SFR), the Moroccan leader in telecoms (Maroc Telecom)
and the leading alternative broadband operator in Brazil (GVT).

In 2012, Vivendi achieved revenues of €29 billion and adjusted net income of
€2.55 billion. The Group has over 58,000 employees.

Important disclaimers

Forward Looking Statements. This press release contains forward-looking
statements with respect to Vivendi`s financial condition, results of
operations, business, strategy and plans. Although Vivendi believes that such
forward-looking statements are based on reasonable assumptions, such
statements are not guarantees of future performance. Actual results may differ
materially from the forward-looking statements as a result of a number of
risks and uncertainties, many of which are outside our control, including but
not limited to the risks regarding antitrust, regulatory and other approvals
in connection with the transaction described in this press release as well as
the risks described in the documents Vivendi has filed with the Autorité des
Marchés Financiers (French securities regulator) and which are also available
in English on our web site ( Investors and security holders
may obtain a free copy of documents filed by Vivendi with the Autorité des
Marchés Financiers at, or directly from Vivendi. The
present forward-looking statements are made as of the date of this press
release and Vivendi disclaims any intention or obligation to provide, update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

Unsponsored ADRs. Vivendi does not sponsor an American Depositary Receipt
(ADR) facility in respect of its shares. Any ADR facility currently in
existence is “unsponsored” and has no ties whatsoever to Vivendi. Vivendi
disclaims any liability in respect of any such facility.


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