<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
VIALOG CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
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The following are the directors and executive officers of VIALOG:
<TABLE>
<CAPTION>
Name Position
---- --------
<S> <C>
Kim A. Mayyasi (1)....................... President, Chief Executive Officer, and Director
Michael E. Savage........................ Senior Vice President and Chief Financial Officer
Robert F. Saur........................... Chief Information Officer
Robert F. Moore.......................... Senior Vice President, Core Services
Joanna M. Jacobson (2)................... Director
David L. Lougee (1)...................... Director
Richard G. Hamermesh (1)(2).............. Director
Edward M. Philip (2)..................... Director
</TABLE>
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(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
The directors and executive officers of VIALOG have interests in the
transactions, some of which may differ from, or may be in addition to, those of
VIALOG's stockholders generally. Those interests include:
(1) in connection with the transaction, some members of VIALOG's management
team may enter into employment and noncompetition agreements with Genesys;
(2) certain of the officers and directors of VIALOG own options to purchase
shares of VIALOG common stock which will become vested and exercisable in
connection with the transactions;
(3) Genesys has agreed to provide indemnification and director and officer
liability insurance coverage to the directors and executive officers of
VAILOG following the transaction; and
(4) VIALOG's Form 10-K for the period ended December 31, 1999 contains
information regarding the security holdings of the directors and executive
officers of VIALOG as of December 31, 1999.
<PAGE>
The following are the directors and members of the management committee of
Genesys:
<TABLE>
<CAPTION>
Name Position
---- --------
<S> <C>
Francois Legros Chief Executive Officer and Director
Jim Huzell Chief Operating Officer
David Detert Executive Vice President - Research and Development
Pierre Schwich Executive Vice President - Finance
Margie Medalle Executive Vice President - North America
Olivier Fourcade Executive Vice President - Asia Pacific
Andrew Pearce Executive Vice President - Europe
Mike Mayhew Vice President - Platforming and Technology
Eric Blot Managing Director - EBCS, SARL
Vertex, represented by Frankie Tan Siew Teck Director
Jean-Jacques Henri Bertrand Director
Jean-Charles Georges Bouillet Director
Part Com SA, represented by Philippe Piriou Director
</TABLE>
Description of Transaction
On October 1, 2000, VIALOG Corporation, a Massachusetts corporation ("VIALOG"),
entered into a definitive Merger Agreement (the "Merger Agreement") with Genesys
SA, a corporation (societe anonym)organized under the laws of France ("Genesys
Conferencing"), pursuant to which Genesys Conferencing will acquire VIALOG. As
part of the transaction, Genesys Conferencing will apply for listing on the
Nasdaq Stock Market of American Depositary Shares (ADSs) representing its
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<PAGE>
underlying ordinary shares that VIALOG shareholders will be entitled to receive
pursuant to the merger. To effect the acquisition, the Merger Agreement provides
that VIALOG shareholders will receive the ADS equivalent of 0.2563 of a Genesys
Conferencing ordinary share in exchange for each share of VIALOG common stock,
subject to a "collar," which provides that VIALOG shareholders could receive the
ADS equivalent of between 0.2183 Genesys Conferencing ordinary shares and 0.3352
Genesys Conferencing ordinary shares for each VIALOG share depending on the
Genesys Conferencing share price at the closing of the acquisition as determined
in accordance with the Merger Agreement. Based on the recent closing prices of
Genesys Conferencing's ordinary shares, (i) the transaction is valued at
approximately $241 million, or approximately $90 million in VIALOG debt plus
$13.26 per VIALOG share, and (ii) VIALOG shareholders would own approximately 21
percent of Genesys Conferencing upon the closing of the acquisition. The closing
of the acquisition, which is expected to occur in the first quarter of 2001, is
subject to the approval of VIALOG shareholders, the approval of the issuance of
the new Genesys Conferencing shares underlying the ADSs by Genesys
Conferencing's shareholders, the listing of the ADSs on the Nasdaq Stock Market
and other customary closing conditions. The Merger Agreement also provides that
under certain circumstances, VIALOG will pay Genesys Conferencing a $5.25
million fee if the Merger Agreement is terminated.
Filings with the U.S. SEC
Genesys plans to file a Registration Statement on Form F-4 with the U.S. SEC in
connection with the VIALOG transaction. The Form F-4 will contain an exchange
offer prospectus, a proxy statement for VIALOG's special meeting and other
documents. VIALOG plans to mail the proxy statement/prospectus contained in the
Form F-4 to its stockholders. The Form F-4 and proxy statement/prospectus will
contain 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 U.S. 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 U.S. SEC in connection with
the transaction will be available when filed free of charge at the U.S. 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 U.S. SEC in connection with the
VIALOG transaction will be made available to investors free of charge by calling
or writing to:
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<PAGE>
Genesys S.A.
Pierre Schwich - Chief Financial Officer
Le Regent - 4 rue Jues Ferry
BP1145
34008 Montpellier cedex 1
France
Phone: +33 (0)4 67 06 27 55
Email: [email protected]
VIALOG Corporation
Michael E. Savage - Chief Financial Officer
32 Crosby Drive
Bedford, MA 01730
United States
Phone: (781) 761-6200
Email: [email protected]
In addition to the Form F-4, the proxy statement/prospectus and the other
documents filed with the U.S. SEC in connection with the VIALOG transaction,
VIALOG is obligated to file annual, quarterly and special reports, proxy
statements and other information with the U.S. SEC. You may read and copy any
reports, statements and other information filed with the U.S. SEC at the U.S.
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 U.S. SEC at 1-800-SEC-0330 for further information on
public reference rooms. Filings with the U.S. SEC also are available to the
public from commercial document-retrieval services and at the web site
maintained by the U.S. SEC at http//www.sec.gov.
Forward-Looking Statements
This document 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 document and include statements concerning the parties' intent, belief
or current expectations regarding future events, including: the transactions;
other transactions to which the parties may be a party; competition in the
industry; changing technology and future demand for products; changes in
business strategy or development plans; ability to attract and retain qualified
personnel; worldwide economic and business conditions; regulatory, legislative
and judicial developments; financing plans; 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
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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 document. The parties
undertake no obligation to revise or update any of them to reflect events or
circumstances after the date of this document, or to reflect new information or
the occurrence of unanticipated events. Readers are referred to VIALOG's Annual
Report to Stockholders and Genesys' and VIALOG's other filings with the U.S. SEC
for a discussion of these and other important risk factors concerning the
parties and their respective operations.
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<PAGE>
[LOGO] VIALOG,
The Conferencing Company
<TABLE>
<CAPTION>
<S> <C> <C> <C>
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
Michael E. Savage Marilyn Windsor Doug Broderick Tim Grace
Chief Financial Officer General Inquiries Analyst Inquiries Media Inquiries
(781) 761-6200 (312) 640-6692 (312) 274-2266 (312) 274-2240
</TABLE>
FOR IMMEDIATE RELEASE
MONDAY, OCTOBER 2, 2000
VIALOG TO BE ACQUIRED BY GENESYS CONFERENCING
Combination Will Create Global Conferencing Force,
No. 1 Independent Conferencing Company Worldwide
BEDFORD, Mass., October 2, 2000--Vialog Corporation (AMEX: VX), a leading
provider of audio, video and Internet conferencing services, today announced it
has reached a definitive agreement to be acquired by France-based Genesys S.A.
(Genesys Conferencing) (Sicovam Code: 3955), the largest independent global
teleconferencing specialist. The value of the transaction is approximately $241
million, or approximately $90 million in Vialog debt plus $13.26 per Vialog
share, based on Genesys Conferencing's recent closing prices. The acquisition
is expected to close during the first quarter of 2001 and will be immediately
accretive to Genesys Conferencing's earnings.
Upon closing, the combined company will be the largest independent pure-play
conferencing company in the $2 billion worldwide teleconferencing industry,
which is growing at approximately a 25 percent annual rate in the United States
and approximately 40 percent annually in Europe. The combined company will
serve over 16,000 customers who will have access to a global solution for all of
their conferencing needs, including reservation-less conferencing and Internet-
based communications.
Under French Generally Accepted Accounting Principles (GAAP), Genesys
Conferencing had 1999 revenues of equivalent $41.7 million, operating income of
equivalent $1.5 million and earnings before interest, taxes, depreciation and
amortization (EBITDA) of equivalent $6.2 million. Under U.S. GAAP, Vialog had
1999 revenues of $68.6 million, operating income of $5.7 million and EBITDA of
$14.0 million, excluding an aggregate of $4.2 million in charges primarily
related to restructuring charges and severance obligations. For the first six
months of 2000, under French GAAP, Genesys Conferencing posted equivalent $36.7
million in revenues, operating income of equivalent $2.7 million and equivalent
$6.2 million in EBITDA. Under U.S. GAAP, Vialog recorded $38.6 million in
revenues, $5.1 million in operating income and $9.8 million in EBITDA for the
first six months of 2000.
As part of the transaction, Genesys Conferencing will apply for listing on the
Nasdaq stock market of American Depository Shares (ADSs) representing its
underlying ordinary shares. The acquisition agreement provides that Vialog
shareholders will receive the ADS equivalent of 0.2563 of a Genesys Conferencing
ordinary share in exchange for each share of Vialog common
<PAGE>
stock, subject to a "collar," which provides that Vialog shareholders could
receive the ADS equivalent of between 0.2183 Genesys Conferencing ordinary
shares and 0.3352 Genesys Conferencing ordinary shares for each Vialog share
depending on the Genesys Conferencing share price at the closing of the
acquisition. Based on Genesys Conferencing's recent closing prices, Vialog
shareholders would own approximately 21 percent of Genesys Conferencing upon the
closing of the acquisition.
The closing of the acquisition is subject to the approval of Vialog's
shareholders, the approval of the issuance of the new Genesys Conferencing
shares underlying the ADSs by Genesys Conferencing's shareholders, the
satisfaction of various regulatory requirements, the listing of the ADSs on the
Nasdaq stock market and other customary closing conditions.
Additionally, utilizing Genesys Conferencing's banking relationships,
commitments have been received to refinance Vialog's outstanding debt.
Kim Mayyasi, president and chief executive officer of Vialog, said, "We're
extremely excited about the strategic benefits of the proposed acquisition.
Joining forces with Genesys Conferencing provides a global solution for Vialog's
more than 6,000 existing customers and gives us a competitive advantage to
attract new ones."
Mayyasi added, "We are teaming up with a company that has access to extensive
financial resources. With the combined capabilities of Genesys Conferencing and
Vialog, we will remain on the leading edge of teleconferencing and web-based
products and services and continue to grow the business at a double-digit rate."
Francois Legros, chairman and chief executive officer of Genesys Conferencing,
said, "Genesys Conferencing continues to position itself as a leading
independent global player in the conferencing industry in terms of market share
and technology. With Vialog, we have reinforced our worldwide capabilities and
have a shared vision of developing innovative products and Internet-based
communications."
Legros, who will remain chairman and chief executive officer of Genesys
Conferencing, announced that Mayyasi will become chief executive officer of
Genesys Conferencing's U.S. operations. Margie Medalle, chief executive officer
of Genesys Conferencing's existing US Operating Subsidiary Genesys Conferencing,
Inc., will become president and chief operating officer.
"I am very confident in the ability of the combined U.S. management team to
successfully integrate the companies. Both Kim and Margie are very talented
managers who have completely turned around their companies in less than a year's
time," Legros commented.
Legros also noted that refinancing Vialog's debt coupled with other synergies
should generate approximately $5 million of annual cash cost savings. Within
the past year, Vialog had already completed initiatives that are anticipated to
generate over $8 million in annual cost savings beginning in 2001.
Video Presentation and Conference Call
Legros and Mayyasi will be hosting an online video presentation to discuss the
transaction on Monday, October 2, 2000 at 11:00 a.m. EDT. To view the
presentation, please visit: www.genesys.com/vialog. After the video
presentation, investors are invited to attend a live
<PAGE>
dial-in conference call and Q&A session that will be held at 11:30 a.m. EDT.
Please dial 877-679-9049 (toll free) or 952-556-2803 to attend the call.
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. Vialog's common stock (symbol: VX) is
quoted on AMEX. For more information, visit Vialog.com for direct, online access
to Vialog's conferencing and messaging services.
About Genesys Conferencing
Genesys Conferencing is the world's leading independent specialist in the
rapidly growing teleconferencing industry. The company offers state-of-the-art
technology to customers in Europe, Asia-Pacific and North America. In 1999,
Genesys Conferencing posted revenues of 47.4 million euros (equivalent U.S.
$41.7 million). Genesys Conferencing is listed on the Noveau Marche in Paris.
(Sicovam code: 3955). For more information, visit www.genesys.com.
For further information regarding Vialog free of charge,
via fax dial 1-800-PRO-INFO and use the company code VX.
Or visit the Vialog Corporation website at www.vialog.com
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To schedule any of Vialog's services online, go to www.WebConferencing.com
US SEC Filings
Genesys Conferencing plans to file a Registration Statement on Form F-4 with the
US SEC in connection with the Vialog transaction. The Form F-4 will contain an
exchange offer prospectus, a proxy statement for Vialog's special meeting and
other documents. Vialog plans to mail the proxy statement/prospectus contained
in the Form F-4 to its stockholders. The Form F-4 and proxy
statement/prospectus will contain important information about Genesys
Conferencing, 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 will be available when filed 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
4 Rue Jules Ferry, BP 1145
34008 Montpellier, Cedex 1, France
Phone: 33 4 67062755
Email: [email protected]
<PAGE>
Vialog Corporation
Michael E. Savage
32 Crosby Drive
Bedford, MA 01730
Phone: 781-761-6200
Email: [email protected]
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 is obligated to file annual, quarterly and special reports, proxy
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.
Solicitation of Proxies; Interests of Certain Persons in the Transaction
The identity of the people who, under SEC rules, may be considered "participants
in the solicitation" of Vialog stockholders in connection with the proposed
merger, and a description of their interests, is available in an SEC filing on
Schedule 14A made by Vialog on October 2, 2000.
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, including: the transactions; other
transactions to which the parties may be a party; competition in the industry;
changing technology and future demand for products; changes in business strategy
or development plans; ability to attract and retain qualified personnel;
worldwide economic and business conditions; regulatory, legislative and judicial
developments; financing plans; 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. 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. Readers are referred to Vialog's Annual Report to
{H:\pa\corp\13997\07103\A0407570.DOC}-30-
Stockholders and Genesys Conferencing's and Vialog's other filings with the US
SEC for a discussion of these and other important risk factors concerning the
parties and their respective operations.
<PAGE>
MEMORANDUM
To: All Vialog Employees
From: Kim Mayyasi, CEO
Date: October 2, 2000
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On behalf of Vialog and its Board of Directors, I am pleased to announce
that Vialog has entered into a definitive agreement to be acquired by Genesys
Conferencing. This is a great opportunity for Vialog, its employees, customers,
and shareholders. Combined, the new company will become the No.1 independent
conferencing company worldwide. This is both positive and exciting for Vialog,
as it will expand our capabilities to serve customers in overseas conferencing.
Genesys Conferencing is based in Montpellier, France, with United States
facilities located in Colorado and Hawaii. I will become Chief Executive
Officer of Genesys Conferencing's U.S. operations. The Vialog management team
will play an integral role in the U.S. operations. Our combined company will
serve over 16,000 customers.
Utilizing Genesys Conferencing's banking relationships, commitments have
been received to refinance Vialog's outstanding debt.
This merger of Vialog with Genesys Conferencing is a great growth story for
both companies and truly a wonderful opportunity for Vialog and you, our
employees. There are certain requirements that will now need to be met prior to
the closing of this acquisition, including securing shareholder approval. These
could take four to six months to complete. During this time I ask all employees
to continue to provide the high level of commitment and service to our
customers.
You are all invited to attend a conference call Q&A session for all Vialog
and Genesys employees at 2:15 PM today, Monday, October 2, 2000, that I will be
conducting along with Genesys Conferencing Chairman and CEO, Francois Legros.
It is important to note that this will be the first linked conferencing event
between our two companies. Please dial 877-679-9049 (toll free) or 952-556-2803
to participate.
More information about Genesys Conferencing and the acquisition can be
found at www.genesys.com/vialog. Over the next few weeks I will be visiting
----------------------
each call center to address your questions in more detail. Thank you for your
continued support and professionalism.
<PAGE>
US SEC Filings
Genesys Conferencing plans to file a Registration Statement on Form F-4 with the
US SEC in connection with the Vialog transaction. The Form F-4 will contain an
exchange offer prospectus, a proxy statement for Vialog's special meeting and
other documents. Vialog plans to mail the proxy statement/prospectus contained
in the Form F-4 to its stockholders. The Form F-4 and proxy
statement/prospectus will contain important information about Genesys
Conferencing, 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 will be available when filed 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
4 Rue Jules Ferry, BP 1145
34008 Montpellier, Cedex 1, France
Phone: 33 4 67062755
Email: [email protected]
Vialog Corporation
Michael E. Savage
32 Crosby Drive
Bedford, MA 01730
Phone: 781-761-6200
Email: [email protected]
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 is obligated to file annual, quarterly and special reports, proxy
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.
<PAGE>
Solicitation of Proxies; Interests of Certain Persons in the Transaction
The identity of the people who, under SEC rules, may be considered "participants
in the solicitation" of Vialog stockholders in connection with the proposed
merger, and a description of their interests, is available in an SEC filing on
Schedule 14A made by Vialog on October 2, 2000.
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, including: the transactions; other
transactions to which the parties may be a party; competition in the industry;
changing technology and future demand for products; changes in business strategy
or development plans; ability to attract and retain qualified personnel;
worldwide economic and business conditions; regulatory, legislative and judicial
developments; financing plans; 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. 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. Readers are referred to Vialog's Annual Report to
Stockholders and Genesys Conferencing's and Vialog's other filings with the US
SEC for a discussion of these and other important risk factors concerning the
parties and their respective operations.
<PAGE>
Question & Answer of Employee Questions
---------------------------------------
Q: When will the deal close?
A: Certain conditions will need to be met, including listing Genesys
Conferencing's ADSs (American Depositary Shares) on Nasdaq, and then
exchanging Vialog shares for the ADSs, but we expect approximately 6
months.
Q: Will any call centers be closed?
A: There are no plans to close any of our call centers. Integration and
operational plans have not been addressed at this time. We will be working
to develop and formalize these plans.
Q: Is my job protected?
A: There are no plans at this time for any reduction in force.
Q: What will happen to my stock options?
A: Stock options will continue to vest per the Vialog Stock Option Plans and
the shares received upon exercise will be converted into Genesys
Conferencing's shares.
Q: What are we getting for the stock?
A: If the transaction closed today, $13.26 per Vialog share. This price will
vary with certain price collars, adjusting upward or downward depending on
price fluctuations in the Genesys Conferencing stock.
Q: What is the benefit to our customer?
A: There is significant synergy between the two Companies. Combined we will
be an international conferencing power with a global offering, expanding
our capabilities for our larger customers.
Q: Will there be a change in management?
A: Kim Mayyasi will be the CEO for Genesys Conferencing's United States
operation and the Vialog management team will be integral to these
operations.
<PAGE>
Q: Could the deal not go through?
A: There are various requirements that need to be met, but we are confident
that it will be completed successfully.
Q: Will there be opportunities for overseas employment?
A: The Company strongly believes in employing from within and will continue
to do so. There may be some potential for international opportunities.
Q: How can I find out more about Genesys Conferencing?
A: You can look Genesys Conferencing up on their website: www.genesys.com
Q: Is this a good thing?
A: We see this as a great opportunity for Vialog, its employees, customers
and shareholders. Combined with Genesys Conferencing, we will be a part of
the number one independent conferencing company in the United States and
the world. There is significant synergy between the two companies that
will continue Vialog's growth story.
US SEC Filings
Genesys Conferencing plans to file a Registration Statement on Form F-4 with the
US SEC in connection with the Vialog transaction. The Form F-4 will contain an
exchange offer prospectus, a proxy statement for Vialog's special meeting and
other documents. Vialog plans to mail the proxy statement/prospectus contained
in the Form F-4 to its stockholders. The Form F-4 and proxy
statement/prospectus will contain important information about Genesys
Conferencing, 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 will be available when filed 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:
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Genesys S.A.
Pierre Schwich
4 Rue Jules Ferry, BP 1145
34008 Montpellier, Cedex 1, France
Phone: 33 4 67062755
Email: [email protected]
Vialog Corporation
Michael E. Savage
32 Crosby Drive
Bedford, MA 01730
Phone: 781-761-6200
Email: [email protected]
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 is obligated to file annual, quarterly and special reports, proxy
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.
Solicitation of Proxies; Interests of Certain Persons in the Transaction
The identity of the people who, under SEC rules, may be considered "participants
in the solicitation" of Vialog stockholders in connection with the proposed
merger, and a description of their interests, is available in an SEC filing on
Schedule 14A made by Vialog on October 2, 2000.
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, including: the transactions; other
transactions to which the parties may be a party; competition in the industry;
changing technology and future demand for products; changes in business strategy
or development plans; ability to attract and retain qualified personnel;
worldwide economic and business conditions; regulatory, legislative and judicial
developments; financing plans; 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
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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. 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. Readers are referred to Vialog's Annual Report to Stockholders and
Genesys Conferencing's and Vialog's other filings with the US SEC for a
discussion of these and other important risk factors concerning the parties and
their respective operations.
