SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
USA Networks, Inc.
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(Name of Registrant as Specified In Its Charter)
Vivendi Universal, S.A.
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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The following press release was issued by Vivendi Universal, S.A. on December
17, 2001:
[VIVENDI UNIVERSAL LOGO]
THROUGH ACQUISITION OF ENTERTAINMENT ASSETS OF USA NETWORKS,
AND, AFTER STRATEGIC ALLIANCE WITH ECHOSTAR,
VIVENDI UNIVERSAL STRATEGY IS COMING TOGETHER
DEAL CREATES NEW U.S. MAJOR MOVIE AND TV,
PRODUCTION AND DISTRIBUTION ENTITY
UNDER LEADERSHIP OF BARRY DILLER
NEW GLOBAL COMPANY TO BE CALLED VIVENDI UNIVERSAL ENTERTAINMENT (VUE)
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- PRICE: Approximately $10.3 Billion in Combined Stock and Cash Transaction
- FINANCING:
- $7 Billion in VU's Already Owned USA Stock
- $1.65 Billion in VU Treasury Stock to Liberty Media
- $1.62 Billion in Cash(1)
- IMPACT ON VU:
- Approximately 600 Million Euros in Additional EBITDA in 2002 (10% Accretion
over Market Consensus)
- 2002 Net Income Accretive by $200 Million and Free Cash Flow by More Than
$350 Million
- VU POSITION: Deal Enhances VU's Position as Global Entertainment Leader
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PARIS AND NEW YORK, DECEMBER 17 - Vivendi Universal [NYSE: V; PARIS BOURSE: EX
FP] today announced that Vivendi Universal will acquire full control of the
entertainment assets of USA Networks (USA) in a deal valued at approximately
$10.3 billion. Vivendi Universal will have a 93% control of an entity to be
called Vivendi Universal Entertainment (VUE) that brings together Universal
Studios Group and the entertainment assets of USA. The transaction will be
financed by the exchange of USA and Vivendi Universal securities and limited
cash outlay by Vivendi Universal.
The agreement received unanimous support from the Vivendi Universal and USA
boards.
Commenting on today's announcement, Jean-Marie Messier, Chairman and CEO of
Vivendi Universal said: "Our strategy is clearly coming together. Combining
within the same operational
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(1) Value of preferred stock given to USAi in VUE, offset by warrants received
by Vivendi Universal on USAi.
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entity, VUE, USG and the entertainment assets of USA creates a new U.S. major,
which will benefit from the full integration of TV and movies activities with
production and distribution.
"Along with our strategic partnership with EchoStar, this transaction fully
addresses Vivendi Universal's needs in terms of integration and distribution on
the U.S. market.
"I am pleased to see Edgar Bronfman, Jr.'s vision come into reality with our
group taking back full control of those assets after their successful growth and
profitability under the efficient management of Barry Diller and his team.
"Barry has a strong track record in cash-flow growth and asset-value creation.
Introducing Barry as the CEO of VUE serves our shareholders' interests.
"I know he will be able to rely in this position on the strong performance and
commitment from Ron Meyer, President and Chief Operating Officer of Universal
Studios Group and Stacey Snider, Chairman of Universal Pictures. They have been
driving the exceptional years of success of the studios and will continue to do
so.
"In addition, this strategic move will significantly benefit Vivendi Universal
shareholders, because of its significant value-accretion at every level -
EBITDA, net income and free cash flow. By using mainly non-core, consolidated
assets to acquire this control, we are strongly positioned to enhance
performance and value to Vivendi Universal shareholders.
"I also welcome Liberty Media Communication as a Vivendi Universal shareholder
and a key partner as we expand our prospects in programming alliances in Europe.
"At the end of just one year following our merger with Seagram and Canal+, we
have put the pieces together in fulfilling our strategy. In one short year, we
have focused on integration and addressing our relative distribution weakness in
the U.S. - and here we are today. We expect that 2002 will be a year of growth,
without further change in perimeter. At the same time, we will focus on the
continuous improvement of our operational performance, increase our world
leadership position in our key content units, and pursue the development of our
distribution and aggregation through commercial agreements," Mr. Messier
concluded.
CREATING VALUE FOR VU SHAREHOLDERS
The transaction results in a significant value creation for Vivendi Universal
shareholders.
On top of revenues which are expected to exceed 32 billion euros in 2002, EBITDA
from media activities is expected to increase by more than 600 million euros,
representing more than 10% accretion over the market consensus relating to
Vivendi Universal prior to September 4. The EBITDA/share accretion would
represent around 8%.
Net income will be increased by approximately 200 million euros and free cash
flow by more than 350 million euros.
On top of the strategic benefits, this immediate accretion at all levels of the
income statement as early as 2002 will enhance value to Vivendi Universal
shareholders.
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FINANCING
Vivendi Universal will pay USA Networks approximately $10.4 billion in combined
securities and cash to acquire a controlling stake of 93% in VUE. Vivendi
Universal will finance the transaction by selling the 314 million shares it
already owns in USA Networks, through a limited liability (LLC) company, which
will account for approximately 65% of the total consideration. The value of USA
Networks shares has increased by more than $3 billion since the original
transaction between Seagram and USA took place in 1998. In addition, Vivendi
Universal will use 32 million treasury shares in exchange for part of Liberty
Media Corporation's stake in USA Networks. The 32 million shares accounts for
15% of Vivendi Universal's financing of the transaction. Another 20% of the
financing will be in cash: $1.6 billion in cash - the same amount that the
company received from USA in the original transaction - and another $750 million
in various deferred payments.
In addition to its remaining 12.4% of USAi, pledged into the transaction,
Vivendi Universal will receive warrants from USA to participate in future
value-creation in the interactive businesses. USA Networks will issue the
following classes of warrants to Vivendi Universal: 24.19 million at
$27.50/share, representing 5% of USA equity; 24.19 million at $32.50/share,
representing 5% of USA equity; and 12.09 million at $37.50/share, representing
2.5% of USA.
A portion of the cash financing will be provided from the proceeds from the sale
of 9% of Vivendi Environnement. Additionally, the recent sale of BSkyB shares by
Deutsche Bank, which were previously sold to Deutsche Bank by Vivendi Universal,
served to determine the final sale price of approximately 37% of the BSkyB
stake.
In addition, Liberty will also sell its 27% stake in the European cable TV
company, Multithematiques to Vivendi Universal for 5.2 million Vivendi Universal
treasury shares, which will give Liberty a 3.6% stake Vivendi Universal (a total
of 37.2 million shares.)
Barry Diller will receive a participation in Vivendi Universal Entertainment
equal to 1.5% common equity stake.
MANAGEMENT
Barry Diller, CEO of USA Networks, will serve as Chairman and CEO of Vivendi
Universal Entertainment. In addition, he will remain as the Chairman and CEO of
the surviving USA entity, which will be called USA Interactive. Management of
Universal Studios Group - including President and Chief Operating Officer Ron
Meyer, Universal Pictures Chairman Stacey Snider and Chairman and CEO of
Universal Studios Recreation Group Tom Williams - will remain in place in top
management to continue the strong momentum in the business and current success
of Universal Studios. In addition to the USG management team, Michael Jackson,
Chairman and CEO of USA Entertainment Group, will aid Mr. Diller in the
integration and consolidation of Vivendi Universal Entertainment. Pierre Lescure
will continue in his role as Co-Chief Operating Officer of Vivendi Universal. He
will focus on U.S. / Europe integration of synergies across those two geographic
areas.
Jean-Marie Messier will also create a worldwide entertainment committee that
will gather every month all Vivendi Universal entertainment CEOs to ensure
coherence of Vivendi Universal entertainment strategy and success of
integration. The committee will coordinate the actions of
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all the CEOs of the entertainment assets, extract all possible synergies and
seek out and organize strategic partnerships. Mr. Messier will be seconded in
this role by Pierre Lescure. The entertainment committee will cover film, TV,
music, games and education, with a charter to extract all possible synergies
among and between business units and to organize other strategic partnerships.
SYNERGIES
As a result of this transaction, the companies believe there will be improved
content offerings on USA cable networks, which will drive ratings and
per-subscriber fees. Also, this is the opportunity to fully monetize Universal
franchise content, such as Dr. Seuss' How The Grinch Stole Christmas and Erin
Brockovich) through improved TV distribution. While immediate revenue synergies
are estimated to be approximately about $60 million, these opportunities are
expected to represent more than $100 million of additional EBITDA (earnings
before interest, taxes, depreciation and amortization) - approximately $40
million from cost savings, in addition to the new revenue generation. Other cost
saving opportunities may arise through information technology and real estate
integration.
CLEARANCES AND TIMING
A proxy statement for USA Networks shareholders is expected to be filed with the
SEC and cleared by mid-February. The USA Networks stockholder meeting is
expected to be set for mid-March. The transaction is expected to close shortly
after the shareholders approval.
The companies do not expect that antitrust clearance is necessary for this
transaction.
ANALYST CONFERENCE DETAILS:
There will be a European analyst and investors conference call at 6:00 AM ET.
The dial-in numbers are as follows: in the U.K., +44-20-7950-1253; in France,
+33-1-70-75-00-02. The leader name is Jean-Marie Messier. The passcode is
Universal.
There will be a U.S. analyst and investors conference call at 8:30 AM ET. The
dial-in numbers are as follows: in the U.S., 888-810-8165; international,
+1-712-257-3650. The leader name is Jean-Marie Messier. The passcode is
Jean-Marie Messier.
PRESS CONFERENCE DETAILS:
There will be a press conference in the Versailles room at The St. Regis Hotel
in New York at 10:30 AM ET on Monday, December 17. The St. Regis is located at 2
East 55th Street. Media credentials will be necessary for entry
The press conference dial-in numbers are as follows: in the U.S., 800-857-6263;
international, +1-712-271-0034. The leader name is Jean-Marie Messier. The
passcode is Vivendi Universal. A live Webcast of the press conference will be
available via a link found at http://www.vivendiuniversal.com or
www.usanetworks.com.
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IMPORTANT DISCLAIMER:
This press release contains "forward-looking statements" as that term is defined
in the Private Securities Litigation Reform Act of 1995. Such forward-looking
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 risk that recently acquired operations will not be integrated
successfully; that the synergies expected to be created as a result of recent
acquisitions will not materialize; that Vivendi Universal will be unable to
further identify, develop and achieve success for new products, services and
technologies; that Vivendi Universal will face increased competition and that
the effect on pricing, spending, third-party relationships and revenues of such
competition will limit or reduce Vivendi Universal's revenue and/or income; that
Vivendi Universal will be unable to establish and maintain relationships with
commerce, advertising, marketing, technology, and content providers; and that
Vivendi Universal will be unable to obtain or retain, upon acceptable terms, the
licenses and permits necessary to operate and expand its businesses; as well as
the risks described in the documents Vivendi Universal has filed with the U.S.
Securities and Exchange Commission. Investors and security holders are urged to
read those documents at the Commission's web site at www.sec.gov. Those
documents may also be obtained free of charge from Vivendi Universal.
NOTE TO EDITORS: Attached to this press release is a description of Vivendi
Universal and Universal Studios Group.
STOCKHOLDERS OF USA NETWORKS ARE URGED TO READ THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT USA
NETWORKS, THE TRANSACTIONS AND RELATED MATTERS. Investors and security holders
can obtain free copies of the proxy statement when it becomes available by
contacting Investor Relations, USA Networks, Inc., Carnegie Hall Tower, 152 W.
57th Street, 42nd Floor, New York, NY 10019 (Telephone: (212) 314-7400).
Investors and security holders will be able to obtain free copies of the proxy
statement and other documents filed by USA Networks and Vivendi with the
Securities and Exchange Commission in connection with the transactions at the
SEC's web site at www.sec.gov.
In addition to the proxy statement, Vivendi and USA Networks file annual,
quarterly, and special reports, proxy statements and other information with the
SEC, which are available at the SEC's web site at www.sec.gov. You may also read
and copy any reports, statements and other information filed by USA Networks and
Vivendi at the SEC public reference rooms at 450 Fifth Street, N.W., Washington,
D.C. 20549 or at the SEC's other public reference rooms in New York, New York
and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on public reference rooms.
USA Networks, Vivendi and their respective directors, executive officers and
certain members of management and other employees may be deemed to be
participants in the solicitation of proxies of USA Networks' stockholders to
approve the proposed transactions. Such individuals may have interests in the
transactions, including as a result of holding options or shares of USA
Networks' stock. A detailed list of the names, affiliations and interests of
the participants in the solicitation will be contained in the proxy statement
that will be filed by USA Networks with the SEC.
VIVENDI UNIVERSAL CONTACTS
MEDIA RELATIONS INVESTOR RELATIONS
New York - Vivendi Universal NEW YORK - VIVENDI UNIVERSAL
Anita Larsen Eileen McLaughlin
212-572-1118, or 212-572-8961
Mia Carbonell
212-572-7556 PARIS - VIVENDI UNIVERSAL
Laurence Daniel
Paris - Vivendi Universal 011-33-1-71-71-1233
Antoine Lefort
011-33-1-71-71-1180
Alain Delrieu
011-33-1-71-71-1086
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FACT SHEET:
VIVENDI UNIVERSAL AND UNIVERSAL STUDIOS
VIVENDI UNIVERSAL:
MEDIA AND COMMUNICATIONS AND ENVIRONMENTAL SERVICES: The media and
communications business is divided into five business segments: Music,
Publishing, TV and Film, Telecoms and Internet. The MUSIC business is conducted
through Universal Music Group, the world's leading music company, which
develops, acquires, manufactures, markets and distributes recorded music through
wholly owned operations or licensees in 63 countries around the world. Universal
Music Group's other businesses also include one of the world's largest music
publishing companies, which involves the acquisition of rights to, and licensing
of, musical compositions. The PUBLISHING business is a worldwide content leader
in its core markets: education/literature, games, and healthcare information. It
provides content across multiple platforms. The TV AND FILM business produces
and distributes motion picture, television and home video/DVD products
worldwide, operates and has ownership interests in a number of cable and pay-TV
channels, engages in the licensing of merchandising and film property rights and
operates theme parks and retail stores around the world. The TELECOMS business
provides a broad range of telecommunications services, including mobile and
fixed telephony, Internet access and data services and transmission, principally
in Europe. The INTERNET business manages the strategic Internet initiatives and
new online ventures for Vivendi Universal. Utilizing advanced digital
distribution technology, the Internet business develops e-commerce, e-services
and thematic portals that offer access to the Internet via a variety of devices,
including mobile phones, PDAs, interactive TV and computers. VIVENDI
ENVIRONNEMENT is a 63-percent owned subsidiary of Vivendi Universal, which
operates the environmental services business, with operations around the globe.
UNIVERSAL STUDIOS GROUP:
Universal Studios Group (USG) produces and distributes films worldwide in the
theatrical, home video and television markets. It also owns and operates theme
parks, entertainment complexes and specialty retail stores.
Major motion pictures produced over the past several years include Notting Hill,
Erin Brockovich, Gladiator, Dr. Seuss' How the Grinch Stole Christmas, The
Mummy, The Mummy Returns, Billy Elliot, U-571, Meet the Parents and Jurassic
Park III. In addition, USG produces animated and live action children's and
family programming for networks, basic cable and local television stations as
well as home video. Universal Studios, through wholly owned subsidiaries,
distributes its theatrical product in the United States and Canada to motion
picture theaters. Its theatrical distribution throughout the rest of the world
is primarily conducted through United International Pictures (UIP). Television
distribution of its approximately 24,000-episode library in the United States is
handled by USANi LLC, a subsidiary of USA Networks and throughout the rest of
the world primarily by USIBV.
Universal Studios, Inc., is the entity which has held an effective 43% equity
interest in USA Networks through its ownership of common stock and Class B
common stock of USA Networks
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and shares of USANi LLC, which Universal Studios can exchange for common stock
and Class B common stock of USA Networks.
Universal Studios owns and operates Universal Studios Hollywood, the world's
largest combined movie studio and movie theme park, located in Universal City,
California. Adjacent to Universal Studios Hollywood is Universal Studios
CityWalk, an integrated retail/entertainment complex that offers shopping,
dining, cinemas and entertainment. In Orlando, Universal Studios Florida
consists of Universal Studios, CityWalk and Islands of Adventure.
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