NOT FOR PUBLICATION, DISSEMINATION OR DISTRIBUTION IN ANY COUNTRY IN
WHICH THE PUBLICATION, DISSEMINATION OR DISTRIBUTION OF THIS RELEASE IS
UNLAWFUL OR CONTRARY TO APPLICABLE REGULATIONS. THIS PRESS RELEASE MAY
NOT BE PUBLISHED, DISSEMINATED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Vivendi (Paris:VIV) announced today that it has entered into agreements
to sell its interest in Ubisoft, representing 30,489,300 shares, i.e.,
27.27% of the share capital, for €2 billion. This interest was acquired
over the past three years for €794 million.
The overall transaction includes the following:
18,368,088 shares will be sold to qualified institutional buyers
through a private placement by way of an accelerated bookbuilding
process, including 9,379,347 shares to investors already identified by
3,030,303 shares will be sold for cash to Guillemot Brothers SE
through Crédit Agricole - CIB, who will hedge 2,887,879 of them, these
shares being added to the private placement offering; and
9,090,909 shares will be sold to Ubisoft, including 7,590,909 shares
to be sold at the end of the six-month term of forward sale
commitments entered into by Crédit Agricole - CIB for the benefit of
Ubisoft so that it may buyback and cancel these shares, and 1,500,000
shares to be sold to Ubisoft for cash, in each case through Crédit
Agricole – CIB.
Depending on the level of demand from institutional buyers, the number
of shares sold as part of the private placement offering could be
increased by 1,500,000 shares, which would reduce the number of shares
sold by Crédit Agricole-CIB to Ubisoft under the forward sale
Bookbuilding is starting now and will be managed by J.P. Morgan
Securities plc as Sole Global Coordinator and Joint Bookrunner, and by
Crédit Agricole CIB as Joint Bookrunner.
All of these transactions will be executed at a price of €66 per share.
After completion of these transactions, Vivendi will no longer be a
Ubisoft shareholder and has agreed to refrain from purchasing Ubisoft
shares for a period of five years.
Vivendi, which already owns Gameloft, a global leader in mobile video
games, confirms its intention to strengthen its position in the
particularly dynamic video games sector, a cornerstone in the Group’s
This press release contains information that may have characterized,
before becoming public, inside information as defined by Article 7, par.
1, of the European Regulation 596/2014 regarding Vivendi’s sale of its
interest in the capital of Ubisof.
This press release is for
information purposes only and does not constitute an offer to sell or a
solicitation to buy any securities, and the sale of Ubisoft shares by
Vivendi does not constitute a public offering in any jurisdiction,
including in France.
This press release is for distribution
in the United Kingdom only to (i) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) high net worth
companies and other persons to whom it may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as "relevant persons").
offer and sale of the securities referred to in this press release has
not been, nor will be, registered under the United States Securities Act
of 1933 (the "Securities Act") and the securities may not be offered or
sold in the United States absent such registration or an applicable
exemption from the registration requirements of the Securities Act.
There will be no public offering of the securities in the United States
in connection with this transaction.
Any investment decision
to buy shares in Ubisoft must be made solely on the basis of publicly
available information on Ubisoft. Such information is not Vivendi’s
Release, publication or distribution of this
press release is prohibited in any country where it would violate
applicable laws or regulations. This press release may not be
published, forwarded or distributed, directly or indirectly, in the
United States, Canada, Australia or Japan.
with any offering of the shares, J.P. Morgan Securities PLC and any of
its affiliates acting as an investor for their own account may take up
as a proprietary position any shares and in that capacity may retain,
purchase or sell for their own account such shares. In addition they may
enter into financing arrangements and swaps with investors in connection
with which they may from time to time acquire, hold or dispose of
shares. They do not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
Vivendi is an integrated content, media and communications group. The
company operates businesses throughout the value chain, from talent
discovery to the creation, production and distribution of content.
Universal Music Group is the world leader in music, engaged in recorded
music, music publishing and merchandising. It owns more than 50 labels
covering all music genres. Canal+ Group is the leading pay-TV operator
in France, also engaged in Africa, Poland, Vietnam and Myanmar. Its
subsidiary Studiocanal is the leading European player in production,
sales and distribution of movies and TV series. Havas Group is one of
the world’s largest global communications group. It is organized
in three main business segments covering all the communications
disciplines: creativity, media expertise and healthcare/wellness.
Gameloft is a worldwide leader in mobile games, with 2 million games
downloaded per day. Vivendi Village brings together the Paddington
brand’s licensing activities, Vivendi Ticketing (in the United
Kingdom, the United States and France), MyBestPro (expert counseling),
the venues L’Olympia and Theâtre de L‘Œuvre in Paris, and CanalOlympia
in Africa, as well as Olympia Production. With 300 million unique users
per month, Dailymotion is one of the biggest video content aggregation
and distribution platforms in the world. www.vivendi.com,
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