Seagram\'s Spirit and Wine Business Purchased for US $8.15 Billion

On December 19, 2000, Pernod Ricard SA of France and Britain’s Diageo Plc announced a joint agreement to purchase the Seagram Spirits and Wine business (Seagram) from Vivendi Universal for US$8.15 billion in cash. Pernod Ricard will contribute approximately US$3.15 billion to the total purchase price, and will acquire branding including Chivas Regal, Glen Grant, Royal Salute and the Glenlivet whiskies, as well as Martell Cognac and Seagram’s Extra Dry Gin. Diageo is reported to be interested in Seagram’s Captain Morgan rum and Crown Royal whisky.

Prior to this transaction, Pernod Ricard was already the fifth largest distilled spirits company world-wide with distilled spirits and wine being at the core of the Pernod Ricard business. The purchase of Seagram adds a number of well-known brands to Pernod Ricard’s portfolio, considerably improving the Group’s existing presence in North America, Latin America and Asia.

J.P. Morgan and Société Général advised Pernod Ricard on this acquisition. UK legal advisors were Macfarlanes, US counsel was Debevoise & Plimpton, Arthur Andersen advised on certain global tax matters, and Canadian counsel was Stikeman Elliott with a team comprised of Simon Romano and Drew Allen (corporate), John Lorito and Angelo Nikolakakis (tax), Gary Nachshen (pensions) and Paul Collins (competition).

UK legal counsel for Diageo was Slaughter and May, while US advice was provided by McDermott, Will & Emery and Sullivan & Cromwell. Canadian counsel with respect to competition and Investment Canada Act issues were Neil Campbell and Omar Wakil of McMillan Binch. Corporate advice was provided by a team from Ogilvy Renault led by Terence Dobbin (corporate), including Andrew Fleming (corporate), Susan Mann (corporate), Francis Legault (corporate), Ken Snider (tax), Martin Rochette (pension), Normal Lieff (real property), David Bannon (labour) and Rowena Borenstein (intellectual property).

Representing Seagram on tax-related issues were Robert Raizenne and Michael D. Vineberg of the Montreal office of Davies Ward Phillips & Vineberg LLP.