Filing under Rule 425 under the Securities
Act of 1933 and deemed filed under Rule 14a-12
of the Securities Exchange Act of 1934.
Filing by Genesys Conferencing.
Subject Company: VIALOG
SEC File No. of VIALOG: 001-15527
[GRAPHIC OMITTED] VIALOG KIM MAYYASI
The Conferencing Company PRESIDENT AND CEO
October 6, 2000
[CUSTOMER NAME]
[CUSTOMER ADDRESS]
I am pleased to announce that Vialog has entered into a definitive agreement to
be acquired by Genesys Conferencing, a global teleconferencing company based in
France. A copy of Vialog's press release announcing the acquisition is attached.
This acquisition is great news for Vialog's customers. Combined, the new company
will become the No.1 independent conferencing company worldwide, with a presence
in 14 countries (6 locations in the U.S.). This will expand our capabilities to
seamlessly serve the growing overseas conferencing and global collaboration
needs of our customers. The new company will continue to offer our customers
innovative conferencing solutions, by drawing from the combined knowledge base
of 1,200 worldwide conferencing specialists.
The closing of the acquisition, which is subject to the satisfaction of various
closing conditions including Vialog shareholder approval, is expected to occur
in the first quarter of 2001.
More information about Genesys Conferencing and the acquisition can be found at
www.genesys.com/vialog. Please call [ACCOUNT CONTACT] at XXX-XXX-XXXX if you
have any questions.
Sincerely,
Kim Mayyasi
<PAGE>
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., Oct. 2 /PRNewswire/ -- 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 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 U.S. 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: http://www.genesys.com/vialog. After the video
presentation, investors are invited to attend a live 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 http://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 http://www.vialog.com
To schedule any of Vialog's services online, go to
http://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 http://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.
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.
