Genesys Conferencing Completes Vialog Acquisition

Apr 25, 2001, 01:00 ET from Genesys S.A

    MONTPELLIER, France, April 25 /PRNewswire/ -- Genesys S.A.
 (Euronext: 3955) today announced that it has completed its acquisition of
 Vialog Corporation (Amex:   VX) in exchange for its American Depositary Shares
 (ADSs) and that its ADSs will begin trading on the Nasdaq National Market
 under the symbol "GNSY" on April 26, 2001.
 
     Vialog acquisition positions Genesys Conferencing as No. 1 conferencing
 specialist in the United States and reinforces the Group's worldwide
 leadership
     Genesys' acquisition of Vialog, the leading independent conferencing
 company in the United States, was completed on April 25, 2001.  The
 combination has created the world's leading conferencing specialist operating
 in the North America, Europe and Asia Pacific regions, offering a complete
 range of state-of-the-art virtual group communication services to over 16,000
 customers in 16 countries.
     Genesys and Vialog have signed a definitive agreement with BNP Paribas,
 CIBC World Markets and Fortis Bank and consummated the credit facility to
 refinance their debt in the total amount of U.S. $125 million. Vialog's
 existing U.S. $90 million debt has been refinanced at an average rate of
 LIBOR + 240 basis points over five years, which is expected to generate
 approximately U.S. $4.5 million of annual cash interest expense savings.
     Vialog's shareholders will receive Genesys ADSs in exchange for their
 Vialog shares at an exchange ratio of 0.6703 ADSs for each Vialog share,
 resulting in approximately 24.65% ownership of Genesys' outstanding shares.
 Each Genesys ADS is equivalent to one-half of a Genesys ordinary share.  Based
 on the 10-day weighted average price of Genesys shares ending April 23, 2001,
 the transaction value is approximately U.S. $158 million, which includes
 approximately U.S. $90 million of Vialog debt as of March 31, 2001.
 
     Integration plans under way
     Genesys has confirmed that upon closing Kim Mayyasi, former Chief
 Executive Officer of Vialog, has become Chief Executive Officer of Genesys'
 North American combined operations and will report to Jim Huzell, Chief
 Operating Officer of the Group. Margie Medalle, former Chief Executive Officer
 of Genesys' North American operations, has become President and Chief
 Operating Officer of Genesys' North American combined operations and will
 report to Mr. Mayyasi.
     Integration teams representing all functional areas of both companies have
 been planning integration programs since November 2000. Most plans are
 underway and should start generating efficiencies in 2001. Genesys is
 expecting approximately U.S. $2 million of annual operating savings from the
 implementation of these programs.
     "Our vision is to become the premiere service provider in the global
 conferencing market and to continue the development of technologies that
 represent the future of virtual group communications," stated Francois Legros,
 Genesys' Chairman and Chief Executive Officer.  "The acquisition of Vialog
 almost doubles the number of users of our services and makes us the No. 1
 conferencing specialist in North America."
 
     Q1 earnings
     Genesys announced that it expects to release first-quarter revenues and
 preliminary unaudited combined first-quarter results for Genesys and Vialog on
 Tuesday, May 3, 2001 before the market opens in France.
 
     For more information about the Vialog acquisition www.genesys.com/vialog
 
     About Genesys Conferencing:
     Founded in 1986, Genesys Conferencing is the world's leading conferencing
 specialist: audio conferencing, data conferencing, video conferencing and
 webstreaming. Working in a rapidly growing market and enjoying unique world-
 wide coverage as a result of its geographic expansion policy, Genesys
 Conferencing has established its advanced technology in 16 countries
 throughout Europe, Asia Pacific and the United States. Genesys Conferencing's
 ordinary shares are listed on the Nouveau Marche in Paris (Euronext: 3955).
 Genesys Conferencing's revenue has grown by 24 times, internally and through
 acquisitions, over the past five years. The company's average yearly revenue
 growth rate during that same time span was 89 percent.  In 2000, Genesys
 Conferencing's revenue amounted to approximately euros 92.4 million, a
 95% growth rate since 1999.
 
     About Vialog:
     Vialog is a leading provider of teleconferencing and messaging, services
 including audioconferencing, videoconferencing, web conferencing, voicemail
 broadcast, e-mail broadcast and fax broadcast.  Vialog helps its more than
 6,000 corporate customers communicate more professionally, efficiently and
 effectively by delivering superior customer service and an extensive range of
 enhanced and customized conferencing solutions.
 
     SEC FILING
     Genesys has filed a registration statement on Form F-4 (Nos. 333-55392 and
 333-57464) with the United States Securities and Exchange Commission. The Form
 F-4 contains a proxy statement/prospectus which contains important information
 about Genesys, Vialog, the Vialog transaction and related matters.  Investors
 and stockholders should read the proxy statement/prospectus and the other
 documents filed with the US SEC in connection with the Vialog transaction
 carefully before they make any decision with respect to the Vialog
 transaction. A copy of the merger agreement with respect to the Vialog
 transaction has been filed by Vialog as an exhibit to its Form 8-K dated
 October 2, 2000.  The Form F-4, the proxy statement/prospectus, the Form 8-K
 and all other documents filed with the US SEC in connection with the
 transaction are available free of charge at the US SEC's web site at
 www.sec.gov .  In addition, the proxy statement/prospectus, the Form 8-K and
 all other documents filed with the US SEC in connection with the Vialog
 transaction will be made available to investors free of charge by calling or
 writing to:
 
     GENESYS S.A.
     PIERRE SCHWICH
     Chief Financial Officer
     4 Rue Jules Ferry, BP 1145
     34008 Montpellier, Cedex 1, France
     Phone: 33 4 67 06 27 55
     Email: pierre.schwich@genesys.com
 
     VIALOG CORPORATION
     MICHAEL E. SAVAGE
     Chief Financial Officer
     32 Crosby Drive
     Bedford, MA 01730
     Phone: 781-761-6200
     Email: msavage@vialog.com
 
     In addition to the Form F-4, the proxy statement/prospectus and the other
 documents filed with the US SEC in connection with the Vialog transaction,
 Vialog and Genesys are obligated to file reports, statements and other
 information with the US SEC. You may read and copy any reports, statements and
 other information filed with the US SEC at the US SEC's public reference rooms
 at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the other public
 reference rooms in New York, New York and Chicago, Illinois.
     Please call the US SEC at 1-800-SEC-0330 for further information on public
 reference rooms. Filings with the US SEC also are available to the public from
 commercial document-retrieval services and at the web site maintained by the
 US SEC at http//www.sec.gov .
 
     Forward-Looking Statements
     This release contains statements that constitute forward looking
 statements within the meaning of the U.S. Private Securities Litigation Reform
 Act of 1995. Forward looking statements are statements other than historical
 information or statements of current condition. These statements appear in a
 number of places in this release and include statements concerning the
 parties' intent, belief or current expectations regarding future events and
 trends affecting the parties' financial condition or results of operations.
 Forward looking statements are not guarantees of future performance and
 involve risks and uncertainties, and actual results may differ materially from
 those in the forward looking statements as a result of various factors.
 Although management of the parties believe that their expectations reflected
 in the forward looking statements are reasonable based on information
 currently available to them, they cannot assure you that the expectations will
 prove to have been correct. Accordingly, you should not place undue reliance
 on these forward looking statements. In any event, these statements speak only
 as of the date of this release. Except to the extent required by law, the
 parties undertake no obligation to revise or update any of them to reflect
 events or circumstances after the date of this release, or to reflect new
 information or the occurrence of unanticipated events.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X64557434
 
 

SOURCE Genesys S.A
    MONTPELLIER, France, April 25 /PRNewswire/ -- Genesys S.A.
 (Euronext: 3955) today announced that it has completed its acquisition of
 Vialog Corporation (Amex:   VX) in exchange for its American Depositary Shares
 (ADSs) and that its ADSs will begin trading on the Nasdaq National Market
 under the symbol "GNSY" on April 26, 2001.
 
     Vialog acquisition positions Genesys Conferencing as No. 1 conferencing
 specialist in the United States and reinforces the Group's worldwide
 leadership
     Genesys' acquisition of Vialog, the leading independent conferencing
 company in the United States, was completed on April 25, 2001.  The
 combination has created the world's leading conferencing specialist operating
 in the North America, Europe and Asia Pacific regions, offering a complete
 range of state-of-the-art virtual group communication services to over 16,000
 customers in 16 countries.
     Genesys and Vialog have signed a definitive agreement with BNP Paribas,
 CIBC World Markets and Fortis Bank and consummated the credit facility to
 refinance their debt in the total amount of U.S. $125 million. Vialog's
 existing U.S. $90 million debt has been refinanced at an average rate of
 LIBOR + 240 basis points over five years, which is expected to generate
 approximately U.S. $4.5 million of annual cash interest expense savings.
     Vialog's shareholders will receive Genesys ADSs in exchange for their
 Vialog shares at an exchange ratio of 0.6703 ADSs for each Vialog share,
 resulting in approximately 24.65% ownership of Genesys' outstanding shares.
 Each Genesys ADS is equivalent to one-half of a Genesys ordinary share.  Based
 on the 10-day weighted average price of Genesys shares ending April 23, 2001,
 the transaction value is approximately U.S. $158 million, which includes
 approximately U.S. $90 million of Vialog debt as of March 31, 2001.
 
     Integration plans under way
     Genesys has confirmed that upon closing Kim Mayyasi, former Chief
 Executive Officer of Vialog, has become Chief Executive Officer of Genesys'
 North American combined operations and will report to Jim Huzell, Chief
 Operating Officer of the Group. Margie Medalle, former Chief Executive Officer
 of Genesys' North American operations, has become President and Chief
 Operating Officer of Genesys' North American combined operations and will
 report to Mr. Mayyasi.
     Integration teams representing all functional areas of both companies have
 been planning integration programs since November 2000. Most plans are
 underway and should start generating efficiencies in 2001. Genesys is
 expecting approximately U.S. $2 million of annual operating savings from the
 implementation of these programs.
     "Our vision is to become the premiere service provider in the global
 conferencing market and to continue the development of technologies that
 represent the future of virtual group communications," stated Francois Legros,
 Genesys' Chairman and Chief Executive Officer.  "The acquisition of Vialog
 almost doubles the number of users of our services and makes us the No. 1
 conferencing specialist in North America."
 
     Q1 earnings
     Genesys announced that it expects to release first-quarter revenues and
 preliminary unaudited combined first-quarter results for Genesys and Vialog on
 Tuesday, May 3, 2001 before the market opens in France.
 
     For more information about the Vialog acquisition www.genesys.com/vialog
 
     About Genesys Conferencing:
     Founded in 1986, Genesys Conferencing is the world's leading conferencing
 specialist: audio conferencing, data conferencing, video conferencing and
 webstreaming. Working in a rapidly growing market and enjoying unique world-
 wide coverage as a result of its geographic expansion policy, Genesys
 Conferencing has established its advanced technology in 16 countries
 throughout Europe, Asia Pacific and the United States. Genesys Conferencing's
 ordinary shares are listed on the Nouveau Marche in Paris (Euronext: 3955).
 Genesys Conferencing's revenue has grown by 24 times, internally and through
 acquisitions, over the past five years. The company's average yearly revenue
 growth rate during that same time span was 89 percent.  In 2000, Genesys
 Conferencing's revenue amounted to approximately euros 92.4 million, a
 95% growth rate since 1999.
 
     About Vialog:
     Vialog is a leading provider of teleconferencing and messaging, services
 including audioconferencing, videoconferencing, web conferencing, voicemail
 broadcast, e-mail broadcast and fax broadcast.  Vialog helps its more than
 6,000 corporate customers communicate more professionally, efficiently and
 effectively by delivering superior customer service and an extensive range of
 enhanced and customized conferencing solutions.
 
     SEC FILING
     Genesys has filed a registration statement on Form F-4 (Nos. 333-55392 and
 333-57464) with the United States Securities and Exchange Commission. The Form
 F-4 contains a proxy statement/prospectus which contains important information
 about Genesys, Vialog, the Vialog transaction and related matters.  Investors
 and stockholders should read the proxy statement/prospectus and the other
 documents filed with the US SEC in connection with the Vialog transaction
 carefully before they make any decision with respect to the Vialog
 transaction. A copy of the merger agreement with respect to the Vialog
 transaction has been filed by Vialog as an exhibit to its Form 8-K dated
 October 2, 2000.  The Form F-4, the proxy statement/prospectus, the Form 8-K
 and all other documents filed with the US SEC in connection with the
 transaction are available free of charge at the US SEC's web site at
 www.sec.gov .  In addition, the proxy statement/prospectus, the Form 8-K and
 all other documents filed with the US SEC in connection with the Vialog
 transaction will be made available to investors free of charge by calling or
 writing to:
 
     GENESYS S.A.
     PIERRE SCHWICH
     Chief Financial Officer
     4 Rue Jules Ferry, BP 1145
     34008 Montpellier, Cedex 1, France
     Phone: 33 4 67 06 27 55
     Email: pierre.schwich@genesys.com
 
     VIALOG CORPORATION
     MICHAEL E. SAVAGE
     Chief Financial Officer
     32 Crosby Drive
     Bedford, MA 01730
     Phone: 781-761-6200
     Email: msavage@vialog.com
 
     In addition to the Form F-4, the proxy statement/prospectus and the other
 documents filed with the US SEC in connection with the Vialog transaction,
 Vialog and Genesys are obligated to file reports, statements and other
 information with the US SEC. You may read and copy any reports, statements and
 other information filed with the US SEC at the US SEC's public reference rooms
 at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the other public
 reference rooms in New York, New York and Chicago, Illinois.
     Please call the US SEC at 1-800-SEC-0330 for further information on public
 reference rooms. Filings with the US SEC also are available to the public from
 commercial document-retrieval services and at the web site maintained by the
 US SEC at http//www.sec.gov .
 
     Forward-Looking Statements
     This release contains statements that constitute forward looking
 statements within the meaning of the U.S. Private Securities Litigation Reform
 Act of 1995. Forward looking statements are statements other than historical
 information or statements of current condition. These statements appear in a
 number of places in this release and include statements concerning the
 parties' intent, belief or current expectations regarding future events and
 trends affecting the parties' financial condition or results of operations.
 Forward looking statements are not guarantees of future performance and
 involve risks and uncertainties, and actual results may differ materially from
 those in the forward looking statements as a result of various factors.
 Although management of the parties believe that their expectations reflected
 in the forward looking statements are reasonable based on information
 currently available to them, they cannot assure you that the expectations will
 prove to have been correct. Accordingly, you should not place undue reliance
 on these forward looking statements. In any event, these statements speak only
 as of the date of this release. Except to the extent required by law, the
 parties undertake no obligation to revise or update any of them to reflect
 events or circumstances after the date of this release, or to reflect new
 information or the occurrence of unanticipated events.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X64557434
 
 SOURCE  Genesys S.A