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Pernod Ricard to acquire Seagram Spirits & Wine jointly with Diageo

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Paris - 2000 Pernod Ricard announces that it has, jointly with Diageo, signed an agreement to purchase the Seagram Spirits and Wine business from Vivendi Universal for US$ 8.15 billion dollars in cash, on a debt free basis. Pernod Ricard will contribute approximately US$ 3.15 billion dollars (Euro 3.7 billion) or 38.6% of the total purchase price.

Pernod Ricard and Diageo will split the Seagram business based on the Framework Agreement signed between the two companies as previously announced.

The joint acquisition is subject to the consent of the relevant competition authorities. The necessary filings have been prepared and will be submitted shortly.

Patrick Ricard, Chairman and CEO of Pernod Ricard, declared, "I would like to say how excited we are by this acquisition which represents a unique opportunity to redefine the industry world-wide. I believe that Seagram's magnificent portfolio of brands has a distinguished heritage and a great future within our Group. Together with Diageo, we at Pernod Ricard look forward to working with the employees of Seagram to realise the strong potential that exists to grow our enlarged business."

Brands to be acquired by Pernod Ricard

The main brands to be acquired by Pernod Ricard include Chivas Regal, Glen Grant, Royal Salute and Glenlivet whiskies as well as Martell Cognac and Seagram's Extra Dry gin. Pernod Ricard will acquire several leading national brands in Latin America, Asia and Europe. In addition Pernod Ricard will own Seagram's Scotch whisky manufacturing and bottling facilities in Scotland.

The brands acquired by Pernod Ricard reported volumes of approximately 14 million cases and sales of approximately US$ 1.2 billion for the fiscal year 2000.

The price excludes any value for the distribution of Absolut vodka and Mumm champagne.

Enhanced global reach

Historically, Pernod Ricard has built a world class portfolio through the acquisition and development of international brands (Jameson, Havana Club and Jacob's Creek) and regional brands (Larios, Clan Campbell, Wild Turkey and Ramazzotti).

Prior to this transaction, Pernod Ricard was already the fifth largest distilled spirits company world-wide with distilled spirits and wine being at the core of the Pernod Ricard business.

The purchase of Seagram adds a number of well known brands to Pernod Ricard's portfolio, considerably improving the Group's existing presence in North America, Latin America and Asia and gives Pernod Ricard, as a major industry player, critical mass on a world-wide scale.

Pernod Ricard's enlarged Scotch whisky portfolio means that the Group will become the number 2 player world-wide in a key category for the spirits industry. Chivas Regal is the world-wide leader in the deluxe category and one of the few truly global brands in the spirits industry; its acquisition brings Pernod Ricard a unique opportunity to develop the brand's full potential. The addition of Chivas Regal to Pernod Ricard's distribution network will give added leverage to the whole portfolio.

With the acquisition of Martell and its existing Bisquit and Renault brands, Pernod Ricard becomes the number 2 player in the cognac market. Martell is an exceptionally prestigious brand with major strengths in the U.K and South-East Asia. Furthermore Martell complements Chivas Regal in the de luxe category of spirits. In Portugal, the addition of Macieira brandy and other local brands will create the number 2 of the spirits market.

The acquisition of Seagram's Extra Dry gin strengthens significantly Pernod Ricard's presence in the USA. Likewise the acquisition of Natu Nobilis, Orloff and Montilla in Brazil will considerably boost Pernod Ricard's presence in Latin America. In India, Royal Stag is the leading premium whisky in the market.

Overall, Pernod Ricard will emerge from the transaction as the third largest global distilled spirits company in the world with an impressive brand portfolio including 11 brands featured in the Impact International (February 2000) list of top 100 global brands.

Non strategic brands

Pernod Ricard and Diageo will jointly supervise the disposal of Seagram's non strategic brands.

Financing

Pernod Ricard will finance this acquisition through committed borrowing facilities. A refinancing programme has been arranged, including the sale of financial assets and non-core business and the issue of a convertible bond.

Pernod Ricard management expects the transaction to be earnings enhancing in year one.

Pernod Ricard was advised on this acquisition by J.P. Morgan and Societe Generale. The legal advisors were Macfarlanes, Debevoise & Plimpton and Arthur Andersen advised on tax matters.

SOURCE Pernod Ricard



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