BOULOGNE -- (MARKET WIRE) -- Dec 05, 2005 -- Adds Critical Video Editing to Grass Valley ProAV and Broadcast Portfolio - Key Revenue Growth Boosters for Thomson

Paris/Tokyo, December 5, 2005 -Thomson (Euronext Paris: 18453; NYSE: TMS) today announced that it has signed an agreement to acquire 33 1/3% of the issued and outstanding shares of Canopus Co., Ltd, a Japan-based leader in high-definition desktop video editing software, through a private transaction with Chairman and CEO, Hiroshi Yamada, and members of his immediate family. Thomson also disclosed today that it will launch a public tender offer for the remaining Canopus shares on Tuesday, December 6, 2005.

The value of the private transaction combined with the pending tender offer would represent approximately E91.3 million (JPY 12.8 billion) on an equity value basis. Canopus had net debt, including debt secured on real estate owned by Canopus, of E5.2 million (JPY 712.6 million), as of August 31, 2005. Total Canopus revenues for the 12 months to August 31st 2005 were E50 million (approximately JPY 6.8 billion) of which E40.5 million (JPY 5.5 billion) were in the core ProAV and video editing positions. The profitability of these operations, together with synergies, will result in a neutral impact on core business earnings in the first year and accretion thereafter. Overall, the business meets Thomson's acquisition criteria.

Taken with the discussions with Thalès on Thalès Broadcast & Multimedia (broadcasting and IP-TV), this transaction completes Thomson's external initiatives for its Grass Valley Broadcast & Networks business. Grass Valley is a key element of Thomson's Two Year Plan, as one of four primary revenue growth boosters. The acquisition fits with Thomson's objectives to broaden its media and entertainment client base -- and to support that, accelerated delivery of technologies ranging from desktop video editing, video over IP, and digital media conversion, among others. Accordingly, Thomson has now completed the external growth actions of its key primary boosters required for the Two Year Plan.

Acquisition Strengthens Grass Valley Position

In addition to offering leading PC-based, multi-format digital and HD video editing systems, Canopus is a leading supplier of high-performance video encoding/decoding technology. Canopus also provides leading digital media conversion technologies, including a range of specialized devices that bridge the video/audio and PC worlds, allowing content to be moved easily between these different environments. Finally, Canopus also produces a multi-channel, multi-location video delivery solution that uses standard IP networks and display devices in enterprise-type applications such as digital signage for advertising and VOD applications for in-house video systems.

The Canopus product offering strengthens Grass Valley's position in several markets. Thomson and Canopus agree on the substantial opportunities which exist in professional video (Pro Video or non-broadcast video production applications), and professional A/V (ProAV or applications such as university or corporate media centers and distance learning). Based on internal and third-party data, Canopus technologies are estimated to address markets exceeding E1 billion, which Thomson does not address today.

"Canopus brings important products and technologies that allow us to address multiple facets of our growth strategy and accelerate key elements of our R&D roadmap," said Marc Valentin, president of the Grass Valley business within Thomson. "Truly, we are acquiring a star with Canopus."

"This combination will be positive for Canopus, for Grass Valley and Thomson, and for our mutual customers," said Mr. Yamada. "Our sales organizations are very complementary. We look forward to strengthening Thomson's presence in Japan and Asia, and to the Grass Valley sales organization creating even broader access to Canopus solutions by customers globally."

Mr. Yamada will continue to play a leadership role in managing the Canopus business and in seizing the opportunities offered to the combined business by the professional AV and video editing markets. It is anticipated that the current Canopus management team will continue to lead the day-to-day business with the support and guidance of Grass Valley senior management.

Under terms of the private transaction, Thomson is acquiring 33 1/3% of the issued and outstanding shares of Canopus from Mr. Yamada and his family. The purchase consideration will be settled 50% in cash and 50% in (821,917) Thomson S.A. shares. Mr. Yamada, the single largest shareholder of Canopus, together with his family holds a total of approximately 40% of the shares of Canopus.

The planned public tender offer is expected to last for a period of at least 42 days, and is anticipated to close January 16, 2006. Thomson is offering JPY 148,000 per share, which reflects a premium of nearly 20% over the 30-day average closing price to December 2, 2005 of JPY 123,900.

Thomson will purchase all shares tendered to it, conditional upon receiving enough tenders to bring its shareholding in Canopus to a minimum of 77.87%. It is Thomson's ultimate intention to acquire 100% of the issued shares of Canopus and to fully integrate the company with its Grass Valley business, as well as to delist Canopus from the Tokyo Stock Exchange (assuming successful completion of the acquisition).

Webcast, On-Demand Replay

A live Webcast of a press conference that will be held today at 6 p.m. in Tokyo/10 a.m. Paris time can be accessed in English at:

http://www.irwebcasting.com/live/051205/02/c6e5fe2ae6/index.html

It can be accessed live in Japanese at:

http://www.irwebcasting.com/live/051205/01/index.html

Starting Dec. 6 and through Dec. 12, an on-demand Webcast can be accessed in English at:

http://www.irwebcasting.com/051205/02/b647d8eee3/index.html

The on-demand replay can be accessed in Japanese at:

http://www.irwebcasting.com/051205/01/index.html

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Certain statements in this press release, including any discussion of management expectations for future periods, constitute "forward-looking statements" within the meaning of the "safe harbor" of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements due to changes in global economic and business conditions, consumer electronics markets, and regulatory factors. More detailed information on the potential factors that could affect the financial results of Thomson is contained in Thomson's filings with the U.S. Securities and Exchange Commission.

About Canopus

Canopus designs and markets award-winning digital video and graphics solutions for professionals and enthusiasts. The company combines innovative hardware and software designs to achieve new standards in performance, functionality and reliability. Industry leaders worldwide recognize Canopus' advanced HD, HDV, DV and MPEG codec technologies, which are featured in the company's acclaimed video editing solutions, transcoding products, and network-based video distribution systems.

Canopus has worldwide locations in Tokyo, the U.S., U.K., Germany, and China in addition to an extensive worldwide distribution network, including locations in Australia, and Italy. Its primary markets are broadcast, professional video, corporate and enterprise, and government and education.

About Thomson -- Partner To the Media & Entertainment Industries

Thomson (Euronext Paris: 18453; NYSE: TMS) provides services, systems and technology to help its Media & Entertainment clients - content creators, content distributors and users of its technology - realize their business goals and optimize their performance in a rapidly changing technology environment. The Group is the preferred partner to the Media & Entertainment Industries through its Technicolor, Grass Valley, RCA, and Thomson brands. For more information: http://www.thomson.net. Thomson recorded global consolidated annual revenue from its core businesses (excluding Displays & Consumer Electronics Partnerships) of E5,867 million (JPY 788 billion) for the year ending December 31, 2004. As of Nov. 30, 2005, Thomson's total market capitalization was E4,772 million (JPY 673 billion).

Thomson's Systems and Equipment division develops video and film technologies, products and services sold to all major Hollywood studios, all major television, satellite, and cable broadcasters under the Grass Valley and Thomson brand-names for the delivery of analog and digital entertainment. The division also includes set-top boxes, telecommunications and connectivity businesses. For information about Grass Valley products from Thomson please visit www.thomsongrassvalley.com.

+-------------------------+-------------------+--------------------+
|Press Relations          |                   |                    |
+-------------------------+-------------------+--------------------+
|Martine Esquirou         |  +33 1 41 86 58 51|martine.esquirou@tho|
|                         |                   |mson.net            |
+-------------------------+-------------------+--------------------+
|Laura Barber-Miller      |      +503-526-7904|laura.barber-miller@|
|                                               |                                      |thomson.net                  |
+-------------------------+-------------------+--------------------+
|  In  Japan  :Deborah  Hayden|        +81  3  5404  0640|
  Email  Contact  .j|
|                                                  |                                      |p                                      |
+-------------------------+-------------------+--------------------+
|Julie  Dardelet                      |    +33  1  41  86  65  24|julie.dardelet@thoms|
|                                                  |                                      |on.net                            |
+-------------------------+-------------------+--------------------+
|  Marie-Vincente  Pasdeloup|    +33  1  41  86  61  13|Marie-vincente.pasde|
|                                                  |                                      |
  Email  Contact          |
+-------------------------+-------------------+--------------------+
|Investor  Relations              |                                      |                                        |
+-------------------------+-------------------+--------------------+
|Séverine  Camp                        |    +33  1  41  86  57  23|severine.camp@thomso|
|                                                  |                                      |n.net                              |
+-------------------------+-------------------+--------------------+
|Marie  Boidot                          |    +33  1  41  86  51  00|marie.boidot@thomson|
|                                                  |                                      |.net                                |
+-------------------------+-------------------+--------------------+
|Laurent  Sfaxi                        |    +33  1  41  86  58  83|laurent.sfaxi@thomso|
|                                                  |                                      |n.net                              |
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Attachements to the press release is available on http://www.companynewsgroup.com

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