2006-02-21: Vivendi Universal to Extend Approval Deadline and Make Early Consent Payment in Connection with Pending Request to Amend the Deposit Agreement for American Depositary Receipts (ADRs)
Download the press release
Vivendi Universal announces that it is extending the approval deadline in connection with its
pending proposal to amend its ADR deposit agreement from March 6, 2006 to April 27, 2006 and
that it will be making an early consent payment of $0.10 per American Depositary Share (ADS) to
ADR owners who give their approval by April 14, 2006.
Owners of ADRs entitled to receive the consent payment are those owners holding ADRs as of the
record date previously established of January 24, 2006 who give (or have already given) and do not
rescind their approval to the amendments by April 14, 2006.
Vivendi Universal will continue to accept approvals up to a final deadline scheduled for April 27,
2006, but owners of ADRs who do not give their approval, or who give their approval after April 14,
2006, are not entitled to receive the early consent payment. In consideration of the early consent
payment, approvals given and not rescinded by April 14, 2006 become irrevocable on that date up
to the final approval deadline.
Payment of the early consent payment is subject to final approval of the amendments by owners
holding ADRs evidencing at least a majority of the ADSs as of the record date and will be paid in
early May 2006.
The amendments are requested to facilitate the termination of the ADR deposit agreement and
delisting from the New York Stock Exchange, and to terminate, when possible, Vivendi Universal’s
registration under the US Securities Exchange Act of 1934. If the registration is terminated, Vivendi
Universal estimates that the annual registration cost savings would represent approximately €17
million beginning in 2007.
The Supervisory and Management Boards of Vivendi Universal recommend approval of the
amendments.
Updated Timetable
Below is the expected timetable, adjusted to give effect to the extension of the approval deadline.
The timetable assumes final approval of the amendments and is subject to change.
| January 24, 2006 |
Record date for written approval request |
| April 14, 2006 |
Early approval deadline – Last day written
approval may be given
in order to receive
the early consent payment of $0.10 per ADS |
| April 27, 2006 |
Final approval deadline |
| April 28,
2006 |
Upon instruction of Vivendi Universal, The
Bank of New York to
provide Notice
that Deposit Agreement will be terminated on August 3, 2006 |
| May 3, 2006 |
Record date of ADRs as of close of business
for regular fiscal 2005 dividend payment |
| May 19, 2006 |
Last day that The Bank of New York will issue
new ADRs
Holders may continue to cancel ADRs for underlying Vivendi Universal ordinary
shares
Holders may continue to sell ADSs over the
NYSE |
| August 3, 2006 |
Deposit Agreement is terminated as of 5:00
p.m. New York time Last day of trading of ADSs over the NYSE |
| August 28, 2006 |
Expiration of Exchange Period – Last day
for holders of ADRs to cancel ADRs for underlying ordinary shares |
Important disclaimer: This document 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 and business
strategy 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: Vivendi
Universal will not obtain the majority approval from ADR holders to amend
certain provisions of the ADR deposit agreement, as well as the risks described
in the documents Vivendi Universal has filed with the U.S. Securities and
Exchange Commission and with the French Autorité des Marchés Financiers
(www.amf-france.org). Investors and security holders may obtain a free copy of
documents filed by Vivendi Universal with the U.S. Securities and Exchange
Commission at www.sec.gov or directly from Vivendi Universal. Vivendi Universal
does not undertake to provide, nor has any obligation to provide, update or
revise forward-looking statements.
|