Seagram Co. Ltd.'s blockbuster merger with French utilities and media giant Vivendi SA cleared the last of its hurdles Tuesday, as investors in the Montreal drinks and entertainment giant gave their overwhelming support for the union.
At a special meeting Tuesday, Seagram shareholders voted more than 90 per cent in favour of the $33.6-billion (U.S.) deal that will create one of the world's largest media and entertainment companies.
The merger - which brings together Seagram, Vivendi and pay television group Canal Plus - has already cleared the necessary regulatory hurdles, leaving just the investor vote to pave the way for the deal to clear.
But the sense of letdown for such a historic event - the disappearance of the Bronfman dynasty's Seagram empire as it merges with a Paris-based media and entertainment giant and sells off its legendary liquor business - was palpable.
In stark contrast to a glitzy Vivendi meeting Tuesday evening - Paris time - in an ornate courtyard at the fabled Louvre museum, where shareholders gathered to approve the cross-Atlantic deal, Seagram investors attended a perfunctory last meeting in Montreal yesterday to seal a landmark deal that felt more like an afterthought than a momentous occasion.
In attendance were two of legendary Seagram founder Sam Bronfman's sons - Edgar Sr. and Charles - as well as Seagram chief executive officer Edgar Jr.
Charles welcomed investors to what he said was "probably the last time" they would gather.
About 15 minutes later, including several minutes to count the votes, it was over without any fuss or ceremony.
"They deserve to go into oblivion," huffed one shareholder on her way out.
"They looked so gloomy. Where was the sense of occasion?"
Asked about the bare bones meeting afterwards, Edgar Jr. replied: "My father and my uncle and other members of the family simply felt that a matter-of-fact meeting was called for, that it was neither the time to trumpet the history of the company or celebrate the future of Vivendi Universal."
He said deciding to merge with Vivendi and French broadcaster Canal Plus was a difficult, emotional one.
"It's not easy letting go of so much of our past and none of us, my father, my uncle, my brother or I have taken this decision lightly."
The Vivendi vote will be followed by another by Canal Plus shareholders on Friday. After that, the transaction is expected to close within a matter of days.
Plans to merge the companies were first announced in June, a result, Edgar Bronfman Jr. said Tuesday, of the reshaping of media and entertainment companies in the face of convergence in the sector.
The transaction will see Seagram's Universal Music Group - the world's largest music company - and its Universal Films unit combined with Vivendi, which owns Canal Plus and other media assets. Its famed drinks business will be sold.
Seagram's founding Bronfman family, which owned 24 per cent of the Montreal company, will own 7.5 to 8 per cent of the newly created Vivendi Universal and hold three seats on the board, including Seagram chairman Edgar Bronfman Sr., his brother and co-chairman Charles and son Edgar Jr. Two other board appointees will be selected by Seagram.
Edgar Bronfman Jr. will be vice-chairman of Vivendi Universal.
"I take tremendous pride in this company's history, which has been extraordinarily successful, growing value for all shareholders throughout the last eight decades," Edgar Bronfman Jr. said.
"I look at the creation of Vivendi Universal as the next chapter in the company's great history - a milestone and a new beginning to continued growth and success."
The sale of Seagram's liquor business is now underway, with Britain's Allied Domecq PLC having put in a bid.
A joint bid from Diageo PLC of Britain and Pernod Ricard of France has also been put in. Brown-Forman Corp. of Louisville, KY. and Bacardi Ltd. of Bermuda are also said to be in the running. The liquor business, the world's third largest, is valued by analysts at between $9-billion and $11-billion (U.S.).
That sale, the company said, is "fully on track."
Terry Weber
Bertrand Marotte