USA Shareholders Sue Over Vivendi Deal

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Two USA Networks Inc. shareholders filed suit in a Delaware court Wednesday,
claiming that USA's agreement to sell its programming assets to Vivendi
Universal for $10.3 billion is not in the interests of shareholders, according
to published reports.

The shareholders -- Ruth and Abraham Ringel -- claimed that USA breached its
fiduciary duty by not marketing the assets and holding an auction to attract the
highest price.

Vivendi -- which already owned a 41 percent stake in USA -- agreed Dec. 17 to
surrender that stake, valued at $7 billion, as well as $1.65 billion in Vivendi
treasury stock and $1.62 billion in cash for USA's programming assets: USA
Network, Sci Fi Channel and Studios USA.

As part of the deal, USA retained its interactive assets -- such as
Ticketmaster and Home Shopping Network -- and it will rename itself USA
Interactive Inc.

The Ringels are seeking class-action status for the suit, as well as
unspecified damages, according to reports.

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