Vivendi selects the Altice/Numericable offer for SFR

  Vivendi selects the Altice/Numericable offer for SFR

Business Wire

PARIS -- April 5, 2014

Regulatory News:

Vivendi (Paris:VIV)

On its meetings of April 4 and 5, Vivendi’s Supervisory Board reviewed the
results of the negotiations with Altice/Numericable regarding a combination
with SFR as part of a mutually-agreed exclusive period signed on March 14.

It also carefully reviewed the offers, as well as letters and documents that
the Bouygues Group decided to send to the Supervisory Board during this
exclusive period, up until today, in connection with a combination between SFR
and Bouygues Telecom.

The Supervisory Board was presented with the report from the Special Committee
created to examine the different options available to Vivendi. This Committee,
assisted by its own advisers, analyzed the Altice/Numericable offers as well
as those from the Bouygues Group over eight working sessions held both behind
closed doors and in the presence of its advisers (bankers and lawyers).

After thorough discussions, the Supervisory Board decided unanimously to
select the Altice/Numericable offer which corresponds to the industrial
project offering the highest growth potential, generating the highest value
for its customers, employees and shareholders, while best meeting Vivendi’s
objectives.

The main details of this offer are outlined in an appendix to this release.

The Supervisory Board took the following criteria into consideration in coming
to its decision:

   
     Quality of the industrial project. The Altice/Numericable project is
     based on fixed and mobile convergence, with synergies resulting from the
     interdependence of the two merged entities’ networks. SFR-Numericable’s
     positions in very high speed fixed and mobile will generate new growth
1.   opportunities, an acceleration of the number of connected lines and very
     high quality offers for enterprise and retail customers. They will also
     offer important development opportunities for Quadruple Play and new
     usage. They are consistent with the French government’s “France Tres Haut
     Debit” plan launched on February 2013.
     
     Commitment to preserving employment. Vivendi set as a prerequisite for
     the potential buyers a commitment to employment. This also corresponds to
2.   the priorities defined by the French government. The plan presented by
     Altice/Numericable fully guarantees development of sustainable employment
     in particular thanks to the investments planned.
     
     Competition risks. All the experts consulted concluded that the
3.   Altice/Numericable offer presents the lowest competition risks. SFR and
     Numericable are not present on the same market segments and their
     activities are complementary.
     
     Valuation for valuation. Vivendi selected the most balanced offer between
     cash upfront and stock participation allowing the group to benefit from
4.   the highest total valuation. While pursuing its announced strategy to
     focus on media, Vivendi wants to support SFR, its 27 year-long
     subsidiary, by strengthening its industrial and social structure.
     
     The Vivendi Supervisory Board has therefore chosen to receive €13.5
     billion at closing of the transaction as well as a potential earn-out of
     €750 million, with a possibility to sell its 20% stake at a later stage.
     This should represent a total value in excess of €17 billion.
     
     This balance between cash upfront and future upside from industrial value
     creation fits with Vivendi’s philosophy, an industrial and financial
     group concerned about creating long term value in the interest of
     shareholders, employees and consumers.
     

Vivendi will now, as part of a new mutually-agreed exclusivity agreement with
Altice/Numericable, consult its Works Councils on the plan presented by
Altice/Numericable and begin procedures to obtain authorizations from the
relevant administrative authorities.

Vivendi will report to the Shareholders Meeting on June 24 on how this
transaction has been conducted.

This decision puts an end to SFR’s demerger plan.

About Vivendi

Vivendi groups together leaders in content, media and telecommunications.
Canal+ Group is the French leader in pay-TV, also operating in French-speaking
Africa, Poland and Vietnam; its subsidiary Studiocanal is a leading European
player in production, acquisition, distribution and international film sales.
Universal Music Group is the world leader in music. GVT is a telecoms and
media/content distribution in Brazil. In addition, Vivendi owns SFR, a French
leader in alternative telecoms.
www.vivendi.com

Important Disclaimers

Cautionary Note Regarding Forward Looking Statements. This press release
contains forward-looking statements with respect to the financial condition,
results of operations, business, strategy, plans and outlook of Vivendi,
including projections regarding the impact of certain transactions. 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 related to antitrust and other
regulatory approvals as well as any other approvals which may be required in
connection with certain transactions and the risks described in the documents
Vivendi filed with the Autorité des Marchés Financiers (French securities
regulator), which are also available in English on Vivendi’s website
(www.vivendi.com). Investors and security holders may obtain a free copy of
documents filed by Vivendi with the Autorité des Marchés Financiers at
www.amf-france.org, or directly from Vivendi. Accordingly, we caution you
against relying on forward looking statements. These 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.

                        
Appendix                 Selected Altice/Numericable Offer
Cash at Closing          €13.5bn
Vivendi’s Stake in the   20% (publicly-listed company)
Combined Entity
Altice’s Stake in the    60% for Altice
Combined Entity            (free float = 20%)
                           One year lock-up period. Call option for Altice at
                           market value (with floor^(*)) on Vivendi’s stake in
                           several tranches (7%, 7%, 6%) over a period
Liquidity                comprised between the 19^th and 43^rd month
                           following the acquisition of SFR.

                           Possibility to sell or distribute the listed
                           shares, with a pre-emptive right for Altice.
                           Potential additional consideration of €750m for
Earn-out                 Vivendi if the combined entity’s (EBITDA-Capex) is
                           at least equal to €2bn during one fiscal year
                           Total debt of €11.64bn for combined entity
Financing               
                           Debt and equity financing with firm banks
                           underwriting
                           Minority Board representation for Vivendi

Corporate Governance     Veto power on key reserved matters subject to
                           Vivendi retaining a 20% stake in the combined
                           entity
                        

(*) VWAP of Numericable stock price over the 20 business days before closing,
grossed-up by an annual rate of 5% during the period ranging from the closing
of the transaction until the exercise date of the call option by Altice

Contact:

Vivendi
 
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