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

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