Vivendi buys 90% of teh Houghton Mifflin Co.

July 10, 2001

Paris and New York, July 9, 2001 - Vivendi Universal (Paris Bourse: EXFP; NYSE: V) today announced that its cash offer for all outstanding share of common stock of The Houghton Mifflin Company expired, as scheduled, at 12:00 midnight, New York City time on July 6, 2001.

Vivendi Universal, through its wholly owned subsidiary making the offer, Soraya Merger Inc., has accepted for purchase all shares validly tendered and not properly withdrawn prior to the expiration of the offer.

The acceptance of these shares in the tender offer results in Vivendi Universal's ownership of approximately 90% of the shares (including shares subject to guaranteed deliveries) of Houghton Mifflin's outstanding common stock.

In the second step of the acquisition, Soraya Merger Inc. will be merged with and into Houghton Mifflin and each share not previously purchased in the tender offer will be converted, subject to appraisal rights, into the right to receive $60.00 in cash.

The merger will be completed as soon as practicable. The transaction is valued at approximately $2.2 billion, including the assumption of approximately $500 million of average net debt of Houghton Mifflin. The acquisition will allow Vivendi Universal to undertake immediate synergies in production/logistics and corporate restructuring with Vivendi Universal Publishing's (VUP's) U.S. operations.

Vivendi Universal Publishing estimates that those synergies will reach at least $75 million per year at the EBITDA (earnings before income tax, depreciation and amortization) level before the end of 2002. Thanks to the financing of the transaction, mostly through asset sales, the transaction will have no significant impact on Vivendi Universal's balance sheet, and will be accretive for Vivendi Universal shareholders at EDITDA/share level from year one, both before and after synergies. After pro forma synergies, this accretion is over 2%.

Source: Vivendi

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