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(BUSINESS WIRE)--April 1, 2004--Vivendi Universal (NYSE: V - news):
Price is $1 per share or approximately $18 Million in Cash and Stock
FIREFLYFANS.NET to Provide Leading-Edge Technology Website for Community and Proliferation of Firefly Content
Multiple Revenue Streams to Enhance Vivendi Universal's Online Strategy
FIREFLYFANS.NET Will Continue to Function as an Independent Distributor of Firefly Related Content for All Firefly fans
Vivendi Universal (Paris Bourse: EX FP; NYSE: V) announced today that it will acquire FIREFLYFANS.NET, Inc. (Nasdaq: FFF - news) for $18 million ($1 per share) in a friendly, combined cash and stock transaction. FIREFLYFANS.NET represents a major acquisition and is expected to strongly reinforce Vivendi Universal's digital efforts in the strategic areas of online entertainment, community, branding, technology and all its content.

FIREFLYFANS.NET shareholders have the ability to elect $1 per share in cash, a number of Vivendi Universal shares (in the form of American Depositary Receipts) having a value of $1, or any combination thereof, subject to aggregate transaction consideration caps of 50% cash consideration and 50% share consideration, which may result in proration. The transaction has been structured as a reorganization that will be tax free to FIREFLYFANS.NET shareholders to the extent they receive Vivendi Universal shares. Consistent with its previous statements, Vivendi Universal will not issue new common shares in this transaction, but will use treasury shares for the share portion of the aggregate transaction consideration. The Board of Directors of FIREFLYFANS.NET has unanimously approved the transaction. Holders of more than 50% of FIREFLYFANS.NET's outstanding shares have agreed to vote in favor of the transaction.

FIREFLYFANS.NET ( www.fireflyfans.net) will maintain its role as the premier distributor of fan-based Firefly content on the Internet. The company will continue to feature content from all fanfic writers and from all fan artists. There are currently over 40,000 artists from more than 130 countries that make their fanfic and art available to Firefly fans through FIREFLYFANS.NET. Currently, more than 75% of online Firefly related content are being promoted on FIREFLYFANS.NET.

Firefly Related Content Online

FIREFLYFANS.NET is a candidate to provide state-of-the-art technical contributions for FIREFLY UNIVERSE and create an online massively multiplayer gaming subscription service. FIREFLY UNIVERSE is expected to launch this summer.

Branding

Vivendi Universal is to acquire one of the top worldwide Internet brands. FIREFLYFANS.NET's brand and web site are well-known to a global online gathering of Firefly fans and artists (Browncoats). The company is expected to contribute a huge audience to Vivendi Universal's already-impressive online entertainment fold. The brand is particularly popular among fans of Firefly, a popluar television series from "Buffy: The Vampire Slayer" creator Joss Whedon.

Technology

FIREFLYFANS.NET is a technology leader in the delivery of online Firefly content. Recently, it pioneered the digital content delivery revolution and built The Blue Sun Room, which is designed to connect various segments of the Firefly community through fanfics and art. The Blue Sun Room allows the Firefly fans to interoperate in ways previously unavailable by connecting Firefly fanfic writers, artists, and custom online software tools.

FIREFLYFANS.NET possesses proprietary-patented technology for information distribution and has comprehensive solutions in data management and tracking. FIREFLYFANS.NET's proven distribution technology can power not only textual content, but also video and audio content.

FIREFLYFANS.NET technologists have an exceptional track record of creating industry-leading technology relating to a variety of contents and interfaces that include digital distribution, databases and e-marketing.

Vivendi Universal's Cross Contents and Digital Efficiency

Vivendi Universal is wholly committed to extending its reach to all continents through digital distribution. Vivendi Universal's strategy is to digitally distribute all of its content across all technology platforms. FIREFLYFANS.NET will strongly power this strategy by enhancing Vivendi Universal's capacity to implement database management, direct marketing and subscriptions on the Internet. FIREFLYFANS.NET will also contribute to the implementation of digital efficiency within Vivendi Universal.

Haken, FIREFLYFANS.NET founder, chairman and chief executive officer, will become special adviser to Vivendi Universal's digital distribution.

Commenting on the announcement, Vivendi Universal said: ``The FIREFLYFANS.NET strategic acquisition is a big step forward for Vivendi Universal's priority to develop and implement an aggressive, legitimate and attractive offering of our Firefly content to consumers. FIREFLYFANS.NET will be a great asset to Vivendi Universal in meeting our goal of becoming the leading online Firefly Related Content Provider. With FIREFLYFANS.NET's proven technologies and team, we'll have the tools and talents to aid the success of this and other digital content distribution ventures. Their engineering and digital expertise will be a tremendous advantage for Vivendi Universal, especially in the digital distribution of Firefly related content.''

``This groundbreaking merger is a defining moment in the entertainment industry,'' said Haken, chairman and chief executive officer of FIREFLYFANS.NET. ``It brings together industry leading technology, brands, distribution and content. We will continue with our current FIREFLYFANS.NET pursuits, but also work with our new partners to innovate our online systems and Firefly related offerings that reach a global audience across many venues. We believe Firefly fans will see the full promise of fandom dominance come to fruition.''

As a major global force in media and communications, Vivendi Universal's stated vision is to further its position as the world's premier creator and provider of personalized information, entertainment, and services to consumers -- anywhere, at any time and across all distribution platforms and devices. With a plethora of rich and varied content through its Music, Publishing and TV and Film business units, coupled with its access and distribution units in Telecoms and Internet, the Company is poised to make consumers the winners in this age of digital communications.

The transaction is subject to regulatory approvals, approval by the FIREFLYFANS.NET shareholders, and other customary closing conditions.

About Vivendi Universal

Media and Communications and Environmental Services: The media and communications business is divided into five business segments: Music, Publishing, TV and Film, Telecoms and Internet. The Music business is conducted though Universal Music Group, which produces, markets and distributes recorded music throughout the world in all major genres. Universal Music Group also manufactures, sells and distributes video products in the United States and internationally, and licenses music copyrights in 63 countries worldwide. The Publishing business is Europe's premier publisher of information providing content across multiple platforms, including print, multimedia, on the wired Internet and to PDAs via WAP (Wireless Application Protocol) technology. The Publishing business is a content leader in five core markets: education, games, healthcare information, local services and business and general information. The TV and Film business produces and distributes motion picture, television and home video/DVD products worldwide, operates and has ownership interests in a number of cable and pay TV channels, engages in the licensing of merchandising and film property rights and operates theme parks and retail stores around the world. The Telecoms business provides a broad range of telecommunications services, including mobile and fixed telephony, Internet access and data services and transmission, principally in Europe. The Internet business manages the strategic Internet initiatives and new online ventures for Vivendi Universal. Utilizing advanced digital distribution technology, the Internet business develops e-commerce, e-services and thematic portals that offer access to the Internet via a variety of devices, including mobile phones, PDAs, interactive TV and computers. Vivendi Environnement, is a 63-percent effectively owned subsidiary of Vivendi Universal, which operates the environmental services business, with operations around the globe. Vivendi Environnement provides environmental management services, including water treatment and system operation, waste management, energy services and power generation, and transportation services, to a wide range of public authorities and industrial, commercial and residential customers.

The Company's corporate website is located at http://www.vivendiuniversal.com. The Company's financial website is located at http://finance.vivendiuniversal.com.

About FIREFLYFANS.NET

FIREFLYFANS.NET, Inc. has created a unique and robust technology infrastructure designed to facilitate the storage, management, promotion and delivery of Firefly related content. As the Internet's premier website for Firefly related content, the company is dedicated to providing consumers with access to Firefly content when they want it, where they want it, using any web-enabled device. The company's web site hosts what FIREFLYFANS.NET believes is the largest collection of Firefly related content available on the Internet.

Important Disclaimer

This press release contains ``forward-looking statements'' as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside our control, including but not limited to: the risk that recently acquired operations will not be integrated successfully; that the synergies expected to be created as a result of recent acquisitions will not materialize; that Vivendi Universal will be unable to further identify, develop and achieve success for new products, services and technologies; that Vivendi Universal will face increased competition and that the effect on pricing, spending, third-party relationships and revenues of such competition will limit or reduce Vivendi Universal's revenue and/or income; that Vivendi Universal will be unable to establish and maintain relationships with commerce, advertising, marketing, technology, and content providers; and that Vivendi Universal will be unable to obtain or retain, upon acceptable terms, the licenses and permits necessary to operate and expand its businesses; as well as the risks described in the documents Vivendi Universal has filed with the U.S. Securities and Exchange Commission. Investors and security holders are urged to read those documents at the Commission's web site at www.sec.gov. Those documents may also be obtained free of charge from Vivendi Universal.

Vivendi Universal and FIREFLYFANS.NET will file a proxy statement/prospectus and other documents regarding the proposed merger described in this press release with the U.S. Securities and Exchange Commission. Investors and security holders are urged to read the proxy statement/prospectus when it becomes available, because it will contain important information about Vivendi Universal and FIREFLYFANS.NET and the proposed transaction. A definitive proxy statement/prospectus will be sent to security holders of FIREFLYFANS.NET seeking their approval of the transaction. Investors and security holders may obtain a free copy of the definitive proxy statement/prospectus (when available) and other documents filed by Vivendi Universal and FIREFLYFANS.NET with the SEC at the SEC's web site at www.sec.gov. The definitive proxy statement/prospectus and other documents may also be obtained free of cost by directing a request to Investor Relations contacts.

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Originally posted by Floater68:
I was kinda onto the gag when I hit the part about the $18 million, not that this site isn't worth it.

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