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The merger will be put to Vivendi and Canal Plus shareholders for approval on Dec. 5. The merger has already been cleared by U.S., Canadian and European Union regulatory bodies.

VIVENDI UNIVERSAL GETS A BIG "OUI" FROM FRENCH

Merger Cleared By Some French Body, May Be Completed By End Of Year
France's bourse regulator said on Monday it had cleared the planned $24 billion Vivendi-Seagram merger, but it ain't as easy as it sounds.

What's a bourse regulator, you ask? Well, it would seem to pertain to the country's Commission des Oprations de Bourse, an independent regulatory agency set up to protect investors.

Here's a breakdown of the merger, as best as we can understand it (keeping in mind that until just hours ago, the HITS editorial staff was pretty sure a "bourse regulator" was part of a car):

STEP ONE: A shell holding company called Sofiee will absorb Vivendi and Canal Plus.

STEP TWO: Sofiee will then issue shares to Seagram stockholders to complete the three-way merger, or merge a trois.

STEP THREE: A 15-minute cigarette break.

STEP FOUR: A bunch of really confusing stock-related things are done, including Sofiee issuing over 568 million shares to be paid to Vivendi shareholders, someone issuing 30-year bonds convertible into Sofiee shares (or sleeper-sofas), and then those bonds being used as payment for Seagram shares.

STEP FIVE: A cool shower and a brisk toweling-off.

STEP SIX: The merger will be put to Vivendi and Canal Plus shareholders for approval on Dec. 5. The merger has already been cleared by U.S., Canadian and European Union regulatory bodies.

Once completed, the three-way deal will join Seagram's entertainment holdings—which include Universal's film and music divisions—with the Internet and telecommunications infrastructure being developed by Vivendi.

Vivendi expects the deal to be wrapped up by the end of the year.

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