PSAM Submits Two Resolutions To Vivendi Management Board

NEW YORK, March 23, 2015 /PRNewswire/ -- P. Schoenfeld Asset Management LP ("PSAM") today announced that on March 23 it submitted two resolutions (the "PSAM Resolutions"), on behalf of select clients who own 7,500,000 shares of Vivendi (EPA: VIV) (the "Company"), to the Vivendi Management Board for inclusion on the agenda of the Company's Combined General Meeting to be held on April 17, 2015.  PSAM's clients also own 3,189,281 additional shares of Vivendi.  In aggregate, the shares have a market valuation of approximately €236,821,000 as of market-close on Friday, March 20, 2015.  PSAM has been a Vivendi shareholder since July 2012.

PSAM believes that Vivendi is significantly undervalued due to its excessive cash holdings, inadequate capital return policy and the uncertainty over Vivendi's future use of its capital.  Accordingly, the PSAM Resolutions propose that Vivendi distribute an aggregate amount of €9 billion in an effort to close the valuation discount.  Specifically, the PSAM Proposals stipulate that the payment to Vivendi shareholders would be in the form of a special dividend as follows:  

1. An amount equal to €2,857,546,032.35 from distributable profit for the year ended 31 December 2014; and
2. An amount equal to €6,142,453,967.65 from share issue premium, merger premium and contribution premium. 

PSAM also shared with the Management Board a white paper that contains its analysis and views of Vivendi's cash holdings, stock price discount and the benefits the PSAM Proposals present for Vivendi shareholders.  The highlights of the whitepaper include:

• Vivendi is undervalued relative to its intrinsic value of approximately €25.00-€27.50 per share and should restructure its capital allocation strategy to close the discount to its sum of the parts valuation.
• Excess cash on Vivendi's balance sheet is distorting the potential returns for investors in the Company.  PSAM estimates investors could realize upside up to 38% on their ownership of Vivendi based on its analysis set forth in the white paper.  This gain could be further magnified for investors who choose to reinvest their distribution in Vivendi shares. 
• Vivendi's share price has failed to outperform its peers over the past year despite successful disposals of SFR and GVT at higher than expected valuations and growth in the music streaming market. 
• PSAM's capital allocation strategy leaves Vivendi with €5 billion of excess cash, which could be used to significantly expand its scope of operations.
• Strategic acquirers paying a control premium for either UMG, Canal+ or both could be a source of additional upside. 

About PSAM
PSAM was founded by Peter M. Schoenfeld and has been providing investment advisory services since 1997, with offices in New York and London.  PSAM has approximately $3.4 billion in assets under management and invests in both equity and credit securities in global event driven opportunities. 

Additional Information
This press release is for informational purposes only and is not intended to constitute, and should not be construed as, an offer to sell, a solicitation of any offer to buy, an offer to purchase or a solicitation of consents with regard to any securities of Vivendi (the "Company", and such securities, the "Securities").

This release may contain forward-looking statements. Such statements can be identified by the use of forward-looking terminology such as "believes," "expects," "intends," "may," "estimates," "will," "should," "plans" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the suggested by the forward-looking statements. The information provided in this press release is derived from PSAM's analysis and subjective views on the Company and its Securities. Other persons, including the Company, may have different analysis and views on the information provided herein.

No reliance is accepted on this press release and PSAM disclaims any liability in relation to this press release. Investors shall only rely on their own assessment prior to taking any decision in relation to the Company and/or the Securities. PSAM do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

SOURCE P. Schoenfeld Asset Management LP ("PSAM")