Vivendi, GE Agree To Intensify Talks; Diversified Assets Sought for NBC
Vivendi, GE Agree To Intensify Talks;
Diversified Assets Sought for NBC
By Frank Ahrens
Washington Post
Wednesday, September 3, 2003;
Vivendi Universal announced yesterday that it would pursue merger negotiations with General Electric Co., creating a media giant that would combine the top-rated NBC television network, Universal Pictures movie studio and several prominent cable channels.
General Electric, parent of NBC, would own 80 percent of what is tentatively being called NBC Universal, with Paris-based Vivendi Universal owning 20 percent. During the final hours of the Labor Day weekend, the two parties agreed to negotiate exclusively with each other, fending off a $ 9 billion last-minute charge from an investor group headed by Edgar Bronfman Jr., whose family formerly owned the Universal assets.
If the two sides close the deal -- which NBC chief Bob Wright predicted would happen in the coming weeks -- GE would pay $ 3.8 billion in cash and $ 1.6 billion in debt relief to the struggling media giant, which carries about $ 15 billion in debt.
Vivendi Universal's entertainment assets include Universal Pictures, Universal Music Group, USA Network and other cable channels, a television production facility and five theme parks. The music company is not part of the proposed merger.
"This is an opportunistic business deal," Wright said in an interview on the NBC-owned CNBC cable channel yesterday. "At some point, you have to decide if you're going to be in the content business or the distribution business and we've decided we're going to be in the content business." Wright would head the new company.
Unlike the failed turn-of-the-millennium mergers that united AOL and Time Warner and Vivendi and Universal, this one appears more pragmatic than visionary. NBC is the only one of the four major television networks whose parent company does not own diversified entertainment and media assets. For instance, Viacom Inc. owns the CBS television network, several stations, the Paramount Pictures movie studio, cable channels such as MTV and Nickelodeon, and theme parks.
"NBC on a stand-alone basis was fine," Wright said on CNBC. "But this deal offers more content for the future."
For instance, if the merger goes through -- no regulatory obstacles are expected -- NBC and its cable channels would have greater access to Universal Pictures' 5,000-film library. Also, it would bring Universal's television production arm -- which produces the highly rated NBC "Law & Order" series -- under the same corporate roof.
Investors seemed to like the deal. Vivendi Universal's American depository receipts, which represent shares of the company's stock, rose in response to yesterday's announcement, closing up 8 percent at $ 18.25 per share. General Electric stock rose also, closing up 3 percent at $ 30.44.
Some Wall Street and media executives said that GE would get a good deal but Vivendi Universal shareholders would not. Vivendi Universal would get $ 5.4 billion in cash and debt relief from GE, but Bronfman offered $ 9 billion in cash plus debt relief, said sources close to the deal.
"It was clear Vivendi Universal liked the idea of being in bed with GE better than the idea of being in bed with Edgar Bronfman," said Ken Marlin, managing partner of media investment bank Marlin & Associates. "It was absolutely, totally a non-capitalistic decision."
Vivendi Universal chief executive Jean-Rene Fourtou made the announcement at a stripped-down news conference in Paris, a striking contrast from when executives announced the Vivendi-Universal merger in showy fashion in Paris, then chartered a Concorde to a second news conference in New York.
"I am personally happy to have the opportunity to merge . . . into an entity that will provide [Vivendi Universal] with the complementary assets and means to develop its operations to the fullest," Fourtou said during yesterday's new conference.
The deal "is an absolute strategic imperative for NBC; nobody could argue that," said Barry Diller, chief executive of e-commerce company InterActiveCorp and a Vivendi Universal shareholder. "They had to get bigger to compete with consolidation."
Diller owned the USA Network and Sci Fi cable channels and sold them to Vivendi Universal in December 2001 for $10.3 billion. Diller negotiated a complex deal that gives him rights over what NBC, or any potential buyer, can do with the Universal assets. Diller still holds equity interest in Vivendi Universal: He has put the price on his holdings at $ 2.4 billion, which the company disputes.
"While I was definitely a cheerleader for Edgar," Diller said in an interview, "having GE owe you $ 2.4 billion is as good as it gets."
Vivendi Universal was created by the 2000 merger between the Bronfman family's Universal assets and a creaky French utility that was transforming into something new.
Jean-Marie Messier, chief executive of the new Vivendi Universal -- the world's second-largest entertainment giant behind only AOL Time Warner -- promised a 21st-century world in which Parisians would pay to download Universal Music songs on their Vivendi Universal cell phones.
Instead, he created a company that lost more than 75 percent of its value, as investors grew skeptical about plans to mesh the pieces together. By the time Messier was ousted in summer 2002, accounting probes were launched in France and the United States, and the company teetered on bankruptcy.
Vivendi Universal had been seeking a buyer for its entertainment assets since then, and flirted with a number of potential suitors, including cable pioneer John Malone's Liberty Media Corp., Metro-Goldwyn-Mayer Inc., Comcast Communications Corp. and Bronfman, who had urged the 2000 merger with Vivendi and sought to win back the Universal assets, at least in part to recoup some of his family's lost millions.
"Ours was a compelling proposal for Vivendi Universal," Bronfman said in a statement. "Now that VU's board has decided to enter into exclusive negotiations with GE/NBC, I am hopeful that VU's strategic direction will reward its employees and shareholders for their patient and steadfast support."
Bronfman remains a Vivendi Universal board member and is the company's largest individual shareholder. (He recused himself from board activities during negotiations.) It was unclear yesterday how long Bronfman would remain on the board.
"We took the largest company in the world to the last pitch of the last inning of the last game of the series and that's not bad," said a source close to Bronfman.