Paris, November 30, 2009
NOT FOR DISTRIBUTION IN THE UNITED STATES
In confirmation of the Press Release issued on November 13th, 2009 regarding the acquisition of a controlling interest in GVT (Holding) S.A., Vivendi SA (“Vivendi”) hereby precises the following information.
On November 13th, 2009, Vivendi obtained the unconditional right to purchase from Tyrus Capital LLP (a limited liability partnership incorporated in England and Wales) 24.934.700 common shares issued by GVT, which correspond to 19.6% of GVT’s capital, with an exercise price of BRL 55.00 per GVT share plus a premium of BRL 1.00 per GVT share, amounting to a total price of BRL 1.371.408.500 and a total premium of BRL 24.934.700.
Vivendi exercised on November 17th, 2009 its right to purchase 8.520.000 common shares issued by GVT and has not yet exerciced its right to purchase the remaining 16.414.700 shares issued by GVT.
On the same date, Tyrus Capital and Vivendi decided that the settlement of such exercised call options would be made by way of assignment to Vivendi of share-settled equity swap positions of Tyrus Capital with financial institutions as counterparts. Such assignments were made with a reference price per Share equal to the exercise price per Share defined in the Call Option Agreements (BRL 55.00 per Share). The payment of such share-settled equity swap positions will be made in cash and the share settlement will be made in accordance with applicable laws and regulations.
Vivendi has not entered into any contracts governing voting rights with respect to securities issued by GVT shares nor the sale or purchase of securities issued by GVT, other than those that have been publicly disclosed.
This press release is being made as requested by the Brazilian Securities Commission (“CVM”) as determined by OFICIO/CVM/SEP/GEA-4/N272/2009, dated November 25th, 2009.
Important Disclaimers
The tender offer referred to herein will not be made directly or indirectly in the United States of America, or by use of the U.S. mail or any U.S. means or instrumentality of U.S. interstate or foreign commerce or any facility of a U.S. national securities exchange. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. Accordingly, copies of this press release and any related offering materials are not being, and must not be, mailed or otherwise transmitted or distributed in or into the United States of America.
This press release contains forward-looking statements. These forward-looking statements, many of which are beyond our control, are based upon management’s current beliefs or expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, third-party approvals and regulatory authorizations, in particular the approval of the Commissão de Valores Mobiliaros (CVM). Investors and security holders may obtain a free copy of documents filed by Vivendi with the Autorité des Marchés Financiers (www.amf-france.org), or directly from Vivendi (). The present forward-looking statements are made as of the date of the present 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.
