USA Shareholders OK Vivendi Deal

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USA Networks Inc. said it has received shareholder approval for the pending
sale of its cable networks and film-production assets to Vivendi Universal.

USA and Vivendi announced the deal in December, when USA agreed to contribute
its USA Network and Sci Fi Channel cable properties, along with its Studios USA
movie studio, to a new entity called Vivendi Universal Entertainment.

Vivendi will contribute its Universal Studios to the partnership. In return,
Vivendi will surrender its 41 percent interest in USA Networks and $1.62 billion
in cash. USA Networks will have a 5.4 percent interest in VUE.

At the time, the deal was valued at about $10.3 billion. After the
transaction is closed -- expected in May -- USA Networks will be renamed USA
Interactive Inc.

In a press release, USA said 87 percent of its shareholders approved the
Vivendi deal. The vote excluded shares held by USA Networks chairman Barry
Diller, Vivendi and Liberty Media Corp.

Diller, who will head up the VUE joint venture, will also be chairman of USA
Interactive, which will include Ticketmaster, Home Shopping Network, Expedia and
Hotel Reservations Network.

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