Messier: Vivendi's Done Dealing

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New York -- After announcing two major deals worth nearly $12 billion in the
past three days, Vivendi Universal chairman Jean-Marie Messier said the French
media and environmental conglomerate is done with blockbuster acquisitions, at
least for now.

At a press conference announcing its latest mega-deal -- the $10.3 billion
cash and stock acquisition of USA Networks Inc.'s programming assets -- Messier
said the focus now will be to integrate those assets.

Last Friday, Vivendi announced a $1.5 billion investment in EchoStar
Communications Corp. that will give it a 10 percent stake in the
direct-broadcast satellite provider and allow it to develop five interactive
networks for EchoStar.

'What we are presenting to you is a decisive step,' Messier said. 'We do not
have another one in mind. 2001 has been the year for Vivendi Universal of
integration and addressing what was a blatant weakness in the U.S. market -- the
lack of integration in the TV and movie field and the lack of access to
distribution.'

Messier said the USA and EchoStar deals address those problems and the focus
for next year will be 'double-digit organic growth.'

Investors seemed to like the deal, too, driving USA's stock up 5 percent, or
$1.20, to $25.02 per share. Vivendi stock was up 6.4 percent, or $3.15, to
$52.10 each.

Vivendi will pay USA $1.62 billion in cash and retire its 41 percent stake in
the company, worth another $7 billion. In addition, Vivendi will pay Liberty
Media Corp. $1.65 billion in is own stock for Liberty's stake in USA.

When the dust is cleared, Vivendi will have formed a new entity, Vivendi
Universal Entertainment, which will include its Universal Studios and USA's USA
Network, Sci Fi Channel and USA Studios assets.

Vivendi Universal will own 93 percent of the new entity, with USA owning 5.4
percent and USA chairman Barry Diller controlling the remaining 1.5 percent.

As expected, Diller will serve as the new chairman of VUE, as well as heading
up the surviving USA entity -- which consists of online assets Ticketmaster,
Citysearch, Hotel Reservations Network and the Home Shopping Network -- renamed
USA Interactive.

There will be no other changes in the management structure at Universal.
Universal Studios president and chief operating officer Ron Meyer will remain in
that position, as will Universal Pictures chairman Stacey Snider, Universal
Studios Recreation Group chairman and CEO Tom Williams and USA Entertainment
Group chairman Michael Jackson.

Snider, Williams and Jackson will report to Meyer. Meyer will report to
Diller, and Diller will report to Messier.

Diller said that despite his past assertions that he would never work for
another boss, he is looking forward to working closely with Messier.

'I'm quite happy to work with someone else,' Diller said. 'It's not an issue
for me.'

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