Vivendi: Definitive Agreement Signed for the Combination of SFR and Numericable

  Vivendi: Definitive Agreement Signed for the Combination of SFR and

Business Wire

PARIS -- June 20, 2014

Regulatory News:

Vivendi (Paris:VIV), Altice and Numericable announced today that they have
signed the definitive agreement regarding a combination between SFR and
Numericable following a very constructive dialogue with the Employee Works
Councils concerned.

The Vivendi Supervisory Board unanimously selected the Altice-Numericable
offer for SFR on April 5. They deemed that this offer will create the highest
growth potential, generating the highest value for its customers, employees
and shareholders, while also achieving both SFR’s and Vivendi’s objectives.

At closing, Vivendi will receive €13.5 billion (excluding adjustments) and
will keep a 20% stake in the new combination, which it could sell at a later
stage after a one year lock-up period. It will also receive an earn-out of
€750 million depending on the future financial performance of the new group
(EBITDA- Capex at least equal to €2 billion during one fiscal year). (Further
details to be found in the Vivendi April 5 press release).

The closing of the agreement is subject to certain conditions, in particular
obtaining approval from the relevant administrative authorities.

About Vivendi

Vivendi groups together leaders in content and media. 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 and TV series
sales. Universal Music Group is the world leader in music. GVT operates fixed
very high-speed broadband, fixed-line telephony and pay-TV services in Brazil.
In addition, Vivendi owns SFR, a French leader in alternative telecoms.

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
( 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. 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.


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