Vivendi Universal Publishing (VUP) Will Become No. 2 Worldwide in Education Field

VUP Will Be Among The Leaders in the United States for Primary Education Materials

VUP to Divest Professional Information Division

Paris and Boston, June 1, 2001 - Vivendi Universal (Paris Bourse: EXFP; NYSE: V),announced today that it has agreed with Boston- based Houghton Mifflin Company (NYSE:HTN), a leading U.S. educational publisher, to acquire all of the outstanding shares ofHoughton Mifflin, pursuant to a cash tender offer at $60 per share. The Boards of bothcompanies have approved this transaction unanimously.

The acquisition is to be accomplished through a cash tender offer for all of HoughtonMifflin's common stock at a price of $60 per share. Following completion of thetender offer and necessary approvals, Vivendi Universal would consummate a merger in whichall of the remaining Houghton Mifflin shareholders will receive the same price paid in thetender offer in cash. The transaction is subject to regulatory approvals and to othercustomary conditions, including the tender of at least two-thirds of the Houghton Mifflinshares.

Based on a total consideration of approximately $2.2 billion, which includes theassumption of Houghton Mifflin's average net debt of $500 million, the offer pricerepresents 1.9 times 2001 estimated revenues of Houghton Mifflin, 7.7 times 2001 estimatedEBITDA (earnings before interest, taxes, depreciation and amortization) and 10.7 timesestimated EBITDA after book plate amortization.

With education as a growth sector worldwide, and following more than ten years ofconsolidation, the education market is now global. This acquisition is consistent withVivendi Universal?s strategic plan, which is on target to make each of its contentbusiness units world leaders in their respective fields.

As a result of the acquisition, combined annual sales will total $2.2 billion, boostingVivendi Universal Publishing?s position worldwide to the No. 2 spot from No. 5 in theeducation field. Already a leader in France, Spain and Brazil, with a very strong marketshare throughout Europe and Latin America, with this transaction, VUP will become aneducation publishing leader in the U.S.

The transaction, which is subject to regulatory approvals, will be financed largely bythe divestiture of Vivendi Universal Publishing?s Professional Information Divisionand Free Sheets, following the work councils information and consultation. Thesebusinesses are more cyclical than education publishing.

The acquisition will allow Vivendi Universal to undertake immediate synergies inproduction/logistics and corporate restructuring with Vivendi Universal Publishing?sU.S. operations. VUP estimates that those synergies will reach at least $75 million peryear at the EBITDA level before the end of 2002. Thanks to the financing of thetransaction, mostly through asset sales, the transaction will have no significant impacton Vivendi Universal?s balance sheet, and will be accretive for Vivendi Universalshareholders at EDITDA/share level from year one, both before and after synergies. Afterpro forma synergies, this accretion is over 2%. As a result of the transaction, VivendiUniversal is strengthening its core content businesses, gaining a worldwide leadershipposition in education.

Commenting on today's announcement, Jean-Marie Messier, Chairman and ChiefExecutive Officer of Vivendi Universal, said: 'The acquisition of Houghton Mifflinpropels Vivendi Universal Publishing to the No. 2 position worldwide in educationpublishing and significantly enhances its position in the U.S. textbook market.'

Mr. Messier continued, 'This strategic acquisition is another step forward forVivendi Universal to achieve world leadership in key content segments. It will put us inan excellent position to capitalize on the growth of the education sector by leveragingthe content and technologies of both companies across all of Vivendi Universal. Ourpriority is to develop the most attractive and compelling content offering on all devicesand platforms for our consumers. We now have worldwide leadership positions in music,film, games, and education. Thanks to the arbitrage within our publishing portfolio, theacquisition will not impact our balance sheet and will be accretive to ourshareholders.'

'This transaction represents a new and exciting chapter in Houghton Mifflin'shistory,' said Nader F. Darehshori, Houghton Mifflin Company's Chairman,President and Chief Executive Officer. 'By combining with Vivendi Universal, webecome an integral part of a global publishing powerhouse ? a company withinternational scale, rich content and vast digital and distribution capacity. Financially,this transaction provides immediate value to our shareholders, and, as part of VivendiUniversal's publishing operations, Houghton Mifflin will have the financialresources, talent and tools to further accelerate our own growth in the digitization ofour products and services, as well as new channels of distribution for our authors,greater opportunities for our employees, and a broader range of products for ourcustomers. Finally, Vivendi Universal respects our nearly 170-year heritage and greatbrand names, and have stated their intent to maintain our presence in Boston.'

Agnès Touraine, Vice Chairman and CEO of Vivendi Universal Publishing, said,'Education is a growth sector worldwide, driven by rising enrollments and increasedgovernment spending. After a decade of consolidation, the education market has now becomeglobal. The U.S. is the largest and most dynamic market in the world. Houghton Mifflinpresents a tremendous growth opportunity for our company, and I welcome them very warmly.With the acquisition of Houghton Mifflin, VUP will be present in four languages -French, English, Spanish and Portuguese. It will also strengthen prominent local brands,including Houghton Mifflin, Larousse, Anaya, Knowledge Adventure, and will give us a realcompetitive advantage compared to U.S./U.K.-centric companies. VUP will also have a strongposition on as many platforms as possible, including the Internet, publishing and CD-ROM.

'I also would like to extend my strong thanks to and admiration for all the teamsof the professional information division that will soon leave our company,' shecontinued. 'I would like to say how impressed I am by their tremendous performanceand many accomplishments in recent years.'

When this transaction is completed, VU Publishing will be focused on three mainsegments: Games, Education and Literature, and Health. Approximately 48% of VUP's revenues will come from the U.S. and the remainder from Europe and the rest of the world.VUP will also maintain its presence in news and economic publications, with GroupeExpress, Groupe Expansion and Groupe Etudiant.

With consolidated sales in excess of $1.0 billion, Houghton Mifflin is the fourthlargest U.S. educational publisher, and one of the oldest publishing houses founded inBoston in 1832. Houghton Mifflin is a pure play educational publisher (roughly 90% ofsales) serving all the components of the market (elementary and secondary schools,supplemental, testing and college) and utilizing multiple platforms (core basal textbooks,supplemental materials, assessment, instructional technology). The company also publishesan extensive line of reference works and fiction and non-fiction for adults and youngreaders, including The Lord of the Rings and provides computer-testing capabilitiesto the corporate market.

Houghton Mifflin has strong positions in K-12 (70% of sales). It ranks number four inelementary, number three in secondary and testing. Its core business areas includeReading, Math and Language Arts. The company is also the fourth largest college publisherwith strong position in the advance placement market.

About Vivendi Universal

Media and Communications and Environmental Services:The media and communicationsbusiness is divided into five business segments: Music, Publishing, TV and Film, Telecomsand Internet. The Music business is conducted though Universal Music Group, whichproduces, markets and distributes recorded music throughout the world in all major genres.Universal Music Group also manufactures, sells and distributes video products in theUnited States and internationally, and licenses music copyrights in 63 countriesworldwide. The Publishing business is Europe's premier publisher ofinformation providing content across multiple platforms, including print, multimedia, onthe wired Internet and to PDAs via WAP (Wireless Application Protocol) technology. ThePublishing business is a content leader in five core markets: education, games, healthcareinformation, local services and business and general information. The TV and Film businessproduces 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 inthe licensing of merchandising and film property rights and operates theme parks andretail stores around the world. The Telecoms business provides a broad range oftelecommunications services, including mobile and fixed telephony, Internet access anddata services and transmission, principally in Europe. The Internet businessmanages the strategic Internet initiatives and new online ventures for Vivendi Universal.Utilizing advanced digital distribution technology, the Internet business developse-commerce, e-services and thematic portals that offer access to the Internet via avariety of devices, including mobile phones, PDAs, interactive TV and computers. VivendiEnvironnement, is a 63-percent effectively owned subsidiary of Vivendi Universal,which operates the environmental services business, with operations around the globe.Vivendi Environnement provides environmental management services, including watertreatment and system operation, waste management, energy services and power generation,and transportation services, to a wide range of public authorities and industrial,commercial and residential customers.

The Company's corporate website is located at http://www.vivendiuniversal.com. The Company's financial website is located at http://finance.vivendiuniversal.com.

About Houghton Mifflin

Houghton Mifflin is a leading publisher of textbooks, instructional technology,assessments and other education materials for elementary and secondary schools andcolleges. While it has a presence in segments of educational products, it has anexceptionally strong position in K-12 (70% of total sales). The company also publishes anextensive line of reference works and fiction and non-fiction for adults and youngreaders. The company's web site is located at http://www.hmco.com.

The description contained herein is neither an offer to purchase nor asolicitation of an offer to sell shares of Target. At the time the tender offer iscommenced, Parent will file a Tender Offer Statement and Target will file aSolicitation/Recommendation Statement with respect to the offer. The Tender OfferStatement (including an offer to purchase, a related letter of transmittal and other offerdocuments) and the Solicitation/Recommendation Statement will contain importantinformation that should be read carefully before any decision is made with respect to theoffer.

The offer to purchase, the related letter of transmittal and certainother documents, as well as the Solicitation/Recommendation Statement, will be madeavailable to all shareholders of Target, at no expense to them. The Tender Offer Statement(including an offer to purchase, a related letter of transmittal and other offerdocuments) and the Solicitation/Recommendation Statement will also be available at nocharge at the SEC's website at www.sec.gov.

This press release contains 'forward- looking statements' asthat term is defined in the Private Securities Litigation Reform Act of 1995. Suchforward-looking statements are not guarantees of future performance. Actual results maydiffer materially from the forward-looking statements as a result of a number of risks anduncertainties, many of which are outside our control, including but not limited to: therisk that recently acquired operations will not be integrated successfully; that thesynergies 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 fornew products, services and technologies; that Vivendi Universal will face increasedcompetition and that the effect on pricing, spending, third-party relationships andrevenues of such competition will limit or reduce Vivendi Universal?s revenue and/orincome; that Vivendi Universal will be unable to establish and maintain relationships withcommerce, advertising, marketing, technology, and content providers; and that VivendiUniversal will be unable to obtain or retain, upon acceptable terms, the licenses andpermits necessary to operate and expand its businesses; as well as the risks described inthe documents Vivendi Universal has filed with the U.S. Securities and ExchangeCommission. Investors and security holders are urged to read those documents at theCommission's web site at www.sec.gov. Those documents may also be obtained free of chargefrom Vivendi Universal.

CONTACTS: Vivendi Universal Publishing Media Relations: Paris Marie- Françoise Martinez 011-33-1-53-53-38-20 Vivendi Universal ? Corporate Paris Alain Delrieu 011-33-1-71-71-1341 Antoine Lefort 011-33-1-71-71-1180 New York Anita Larsen 212-572-1118, or 407-503-0094, or Mia Carbonell 212-572-7556

Houghton Mifflin Media Relations: Margaret Sherry 617-351-5113 Investor Relations: Susan E. Hardy 617-351-5114 Vivendi Universal - Corporate Investor Relations: Paris Ariane de Lamaze 011-33-1-71-71-1084 New York Eileen McLaughlin 212-572-8961

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