<PAGE>
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
[LOGO] GENESYS Conferencing [LOGO] VIALOG.
Please read this information carefully and click on the enter icon to access the
-----
site
Filings with the US SEC
Genesys 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, 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:
<TABLE>
<S> <C>
Genesys S.A.
Pierre Schwich - Chief Financial
Officer
Le Regent-4 rue Jules Ferry Vialog Corporation
BP1145 Michael.E Savage - Chief Financial Officer
34008 Montpellier cedex 1 - 35 New England Business Center
France Andover, MA 01810
+33 (0)4 67 06 27 55 781 761 6200
[email protected] [email protected]
</TABLE>
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.
<PAGE>
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' 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.
[ENTER]
<PAGE>
[LOGO] Genesys Conferencing
-------------------------------------------- . The Aquisition
[LOGO] Genesys Conferencing explained
to acquire . The New
[LOGO] V I A L 0 G. Genesys Group
--------------------------------------------
. Genesys
Genesys Conferencing becomes Overview
the No. 1 independent Teleconferencing
provider . Vialog
in North America Overview
Genesys Conferencing, . A Strong Internet
the Number One independent position
Worldwide Conferencing Specialist
. Contacts
. Links
<PAGE>
Press informations
Press release - Slide Show - Questions & Answers
------------- ---------- -------------------
Press release
Genesys Conferencing to acquire Vialog, and become
number 1 independent specialist in the United States
Genesys Conferencing announces a definitive agreement to acquire Vialog
Corporation (Bedford, Massachusetts), an American company listed on the American
Stock Exchange.
Vialog, which was incorporated in 1996, has successfully acquired and integrated
nine teleconferencing companies over the past three years. It has positioned
itself as a leading provider of teleconferencing services over the Internet, and
has significantly improved its profitability. Vialog's strong client base of
over 6,000 customers includes 800 of the Fortune 2500, some of the largest
American companies. The company's revenues were 68.6 million USD in 1999,
yielding an EBITDA of 14.0 million USD (excluding an aggregate of 4.2 million
USD in charges, primarily related to restructuring charges and severance
obligations).
Under US Generally Accepted Accounting Principles (GAAP) Vialog has recorded
total revenues for the first half of 2000 amounting to 43.9 million Euros (38.6
million USD), an EBITDA amounting to 11.1 million Euros (9.8 million USD) and
operating income amounting to 5.8 million Euros (5.1 million USD). Under French
GAAP, Genesys has recorded total revenues for the first half of 2000 amounting
to 41.7 million Euros (36.7 million USD), an EBITDA amounting to 7.0 million
Euros (6.2 million USD) and operating income amounting to 3.0 million Euros (2.7
million USD).
An accretive acquisition
As part of the transaction, Genesys Conferencing intends to apply for listing on
the Nasdaq stock market of American Depositary 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 ordinary
share in exchange for each share of Vialog common stock, subject to a "collar"
which provides that the Vialog shareholders could receive the ADSs 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 closing. Based on Genesys Conferencing' recent
closing prices, Vialog shareholders would own approximately 21% of Genesys
Conferencing upon the closing of the acquisition. The closing of the acquisition
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'
<PAGE>
shareholders, the satisfaction of various regulatory requirements, the listing
of the ADSs on the Nasdaq stock market and other customary closing conditions.
The transaction should amount to approximately 241 million USD which includes
approximately 151 million USD of equity value and approximately 90 million USD
of Vialog debt.
Utilizing Genesys Conferencing's banking relationships, commitments have been
received to refinance Vialog's outstanding debt.
Genesys Conferencing expects the closing to take place in the first quarter of
2001 and this acquisition to be immediately accretive.
Genesys Conferencing reinforces its position as number 1 independent
worldwide conferencing specialist
Through this acquisition, Genesys Conferencing, the leading independent
worldwide specialist in teleconferencing, reinforces its position in the United
States, as it propels the Group to the 1st position among the independent
specialists.
On the international scene, the combined company, with consolidated revenues of
85.6 million Euros (75.3 million USD) in the first half of 2000, will strengthen
its position as the leading independent specialist of the conferencing industry.
Strong synergies between the two companies
The integration of Vialog will also generate strong synergies and savings:
- The refinancing of the debt of Vialog should generate cash savings of
approximately 3 million USD per annum;
- The integration of Vialog and Genesys Conferencing, Inc. (GCI), Genesys
Conferencing existing US subsidiary, should generate another approximately 2
million USD of savings;
- Genesys'new position in the US should reinforce its ability to win worldwide
contracts with the Fortune 2500 companies.
Moreover, the deployment of Genesys Conferencing' expertise in automated
services and new technologies should contribute to improving Vialog's growth
rate in the US.
FranCois Legros, who will remain chairman and chief executive officer of Genesys
Conferencing, announced that Kim Mayyasi (CEO of Vialog) will become chief
executive officer of Genesys' U.S operations. Margie Medalle (CEO of Genesys
Conferencing, Inc.) will become president and chief operating officer.
"Genesys Conferencing continues to position itself as the leading specialist of
the conferencing industry, in terms of market share, but also in terms of
technology. With Vialog joining our Group, Genesys Conferencing reinforces its
worldwide
<PAGE>
leadership. I am very confident in the ability of the combined management team
in the US to successfully conduct the integration of both companies. Both Kim
and Margie are very talented managers that have turned around completely Vialog
and GCI in less than a year's time," said Francois Legros, Chairman and CEO of
Genesys.
"We are very excited by this merger with Genesys Conferencing" added Kim
Mayyasi, CEO of Vialog. "The companies are a perfect fit as Genesys will bring
us a stronger international presence in the industry, a world-class R&D
capability and access to extensive financial resources, while we will bring
Genesys a leading position in the US market, which is to date the largest in the
world."
Francois Legros and Kim Mayyasi will be hosting an online video presentation
to discuss the transaction on Monday, October 2, 2000 at 4:00pm GMT (5:00pm
French time, 11 am EDT)
To view the presentation, please visit: 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 4:30pm GMT (5:30pm
French time, 11:30am EDT To attend the call please dial:
from Europe +44 20 8240 8243 or 020 8240 8243 (UK callers) from US 877 679
9049 toll free
or 952 556 2803 toll
About Genesys: Genesys is the world's leading independent specialist in
teleconferences. It is positioned in a market that is growing strongly and
thanks to its policy of external growth enjoys a unique worldwide coverage. The
company has succeeded in introducing its state of the art technology in Europe,
the Asia-Pacific zone and in the United States. In 1999, Genesys posted a
turnover of 47,4 M[] (311 MF). Genesys is listed on the Nouveau Marche in Paris
(Sicovam code: 3955).
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.
CONTACTS:
<PAGE>
AT THE COMPANY:
Florence Catel
Pierre Schwich Marine Brun Individual
CFO Investor Relations Shareholders
+33(0)4 67 06 27 55 +33(0)4 67 06 27 +33(0)4 67 06 27
67 49
Dawn Faircloth
Media
+33(0)4 67 06 27
59
AT THE PR/IR
AGENCY:
Laurence Kipfer Actus
Analyst/Investor Stephane Fargette
Relations Media (France only)
+33(0) 1 53 67 35 +33(0)1 53 67 36 44
72
US SEC Filings
Genesys 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, 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 Chief Financial Officer
4 Rue Jules Ferry, BP 1145 34008 Montpellier, Cedex 1, France
Phone: 33 4 67 06 27 55
Email: [email protected]
Vialog Corporation
Michael E. Savage Chief Financial Officer
32 Crosby Drive Bedford, MA 01730
Phone: 781-761-6200
Email: [email protected]
<PAGE>
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'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>
Slide Show
Download the PowerPoint Presentation
-----------------------
Questions & Answers
Genesys Conferencing to acquire Vialog
Press Questions & Answers
Answered by
Francois Legros
Chairman & Chief Executive Officer, Genesys Conferencing
Kim Mayyasi
Chief Executive Officer, Vialog
Why did you purchase Vialog?
Genesys Conferencing and Vialog are true leaders in their respective markets
with very complementary positions; Vialog being the leading independent
teleconferencing specialist in the US, and Genesys Conferencing enjoying a
similar position outside the US. The acquisition creates a strong conferencing
specialist in the US market with approximately 8% market share.
The Genesys Conferencing vision is to secure the dominant position in the
conferencing market today, and at the same time, be strong in the technologies
that will be the future of virtual group communications. The acquisition of
Vialog almost doubles the number of users of our services. This enlarged
customer base will deploy the innovative Genesys Conferencing solutions in
audio, video, data and web-based conferencing services, thus enabling us to
secure the vision.
Vialog's stock has not been favorably recognized on the financial markets these
past years. Do you think this was justified?
No. Over the past year, Vialog' revenue and EBITDA have grown significantly.
Vialog management (under the leadership of Kim Mayyasi) has turned the company
around. However, Vialog has not gained its deserved market recognition, mainly
because it is highly leveraged with expensive debt.
Here again the merger makes a lot of sense as the very strong financial
situation of Genesys Conferencing will enable a refinancing of Vialogs debt that
should generate approximately 3M$ of yearly cash savings.
What are the key synergies of Genesys Conferencing and Vialog?
<PAGE>
Genesys Conferencing and Vialog have numerous similarities:
- both organisations have experienced strong organic growth.
- both companies have played a key role in the consolidation of the industry and
have had a lot of success in restructuring the acquired companies to improve
their profitability.
- nowhere in the industry will you find a competitor with as much
teleconferencing experience as with Genesys Conferencing and Vialog combined.
- Genesys Conferencing compliments Vialog further with its unique international
coverage Genesys Conferencing has 15 years of experience in fully automated
audio conferencing services, in videoconferencing, dataconferencing and
Multimedia Web
- Events, which will complement the service portfolio of Vialog. Genesys
Conferencing and Vialog have a shared vision that is demonstrated through our
increased focus on reservation-less conferencing and web-based group
collaboration solutions. In terms of web-based conferencing portals, Genesys
Conferencing and Vialog are both in very strong positions with two of the
strongest brands of the industry: www.webconferencing.com for Vialog and
-----------------------
www.conferencing.com for Genesys Conferencing.
--------------------
How did you raise the funds for the acquisition?
The consideration is to be paid by the issuance of ADSs (American Depositary
Shares) that Genesys Conferencing will list on the Nasdaq stock market and that
will be convertible into Genesys Conferencing shares. Each ADS will represent
one-half share of Genesys Conferencing ordinary stock.
How much was paid for Vialog?
Based on current stock prices, Vialog's shareholders will receive, upon closing
of the transaction, the ADS equivalent of approximately 2.9 million shares of
Genesys Conferencing stock, representing approximately 21% of Genesys
Conferencing stock. This equates to 151 million USD.
When will negotiations be finalised?
The negotiations are finalized. The Board of Directors of both companies have
approved and recommended the transaction. Subject to the approval of the
transaction by Vialog's shareholders, the transaction will close upon the
listing of Genesys Conferencing ADSs on the Nasdaq, which is expected to occur
during the first quarter of 2001.
What will the acquisition mean to the shareholders?
This acquisition is deemed to be immediately accretive to Genesys Conferencing
shareholders and will provide Vialog's shareholders with the opportunity to
potentially benefit from the strong performance of Genesys Conferencing stock.
What does the acquisition mean for Vialog services? Will they absorbed and
re-branded?
The services of Vialog and Genesys Conferencing are very similar and
therefore we anticipate they will be easily merged to create a Virtual Group
Communications global offering to the benefit of all of our respective
customers.
How much are you spending on R&D?
<PAGE>
Genesys Conferencing is committed to spending 5% of revenue on Research and
Development before and after the acquisition, which Genesys Conferencing
believes will allow it to continue to lead the industry in the forthcoming
years.
What will the acquisition allow Vialog to do for its customers?
Both the existing and prospective customer will benefit from the Genesys
Conferencing global reach and an enhanced, innovative and complementary service
portfolio covering audioconferencing, dataconferencing, videoconferencing and
Internet-based solutions.
What effect will the acquisition have on Genesys Conferencing customers?
The reinforcement of Genesys Conferencing within the US market will increase the
level of service for the existing and prospective customers. The combined
company will be in a strong position to compete for the largest conferencing
users in the US.
Who will be prospective joint customers?
Genesys Conferencing will work closely with Vialog to develop a new business
strategy and will continue to target the Fortune 2500 multinational and national
companies.
What strategic development plans do you have for Vialog?
The strategic plans for Vialog reflect those of Genesys Conferencing to maintain
the position as the number one independent in the industry, continue strong
organic growth and improve its profitability.
Where will the Genesys Conferencing headquarters be situated?
The headquarters will remain in Montpellier in France.
How many employees work for Vialog?
And after the acquisition, how many employees will work for Genesys
Conferencing?
There are currently over 600 personnel at Vialog. Combined with Genesys
Conferencing, the group now has a personnel base of over 1,200, with 900 based
in the US.
How will the acquisition affect the non-US Genesys Conferencing subsidiaries?
The subsidiaries outside of the US will provide a strong platform to build a
global sales and customer support operation.
What will be the new corporate structure?
Francois Legros will remain CEO of The Genesys Conferencing Group. Jim
Huzell remains the COO of The Genesys Conferencing Group.
Kim Mayyasi, President & CEO of Vialog, will become CEO of the Genesys
Conferencing US operations, and will join the Genesys Conferencing Executive
Committee.
Margie Medalle, CEO of Genesys Conferencing existing US operations (GCI), will
become President and COO of the Genesys Conferencing US operations and
<PAGE>
will remain a member of Genesys Conferencing Executive Committee.
The Vialog shareholders will designate a board representative to sit on the
Genesys Conferencing Board of Directors.
How will a French company successfully manage a high-profile US-based
organization?
Genesys Conferencing already has a very strong and talented management team that
has been very successful in the integration and turnaround of three acquisitions
Genesys Conferencing made in the US in 1998 and 1999. This US team will now be
complemented by the Vialog world-class management team. The combination of
talents makes us feel very comfortable as far as our capabilities to manage a
strong US business is concerned.
In the past, Genesys Conferencing has successfully integrated 14 acquisitions
around the world; of these, 3 were US-based organizations.
Where is Genesys Conferencing positioned in the market place after the
acquisition?
Genesys Conferencing is positioned as the leading independent specialist
provider in Virtual Group Communications and after the acquisition will have
about 8% of the US market share.
What is the breakdown of revenues of the new Genesys Conferencing post closing?
Genesys Conferencing will have approximately 75% of its revenue in the US,
approximately 23% in Europe and 2% in Asia-Pacific.
To schedule and interview with Francois Legros, Chairman & CEO of
Genesys Conferencing contacts
--------
<PAGE>
US SEC Filings
Genesys 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, 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
Chief Financial Officer
4 Rue Jules Ferry, BP 1145
34008 Montpellier, Cedex 1, France
Phone: 33 4 67 06 27 55
Email: [email protected]
Vialog Corporation
Michael E. Savage
Chief Financial Officer
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' 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>
[LOGO] Genesys Conferencing
#1 independent specialist in the world
to acquire
[LOGO] VIALOG
#1 independent specialist in the US
<PAGE>
Virtual Group Communications...
a growth market
<PAGE>
Global market
1998 2002
Data 2 175
Video 9 100
Audio 89 225
----- ------
1 Billion 5 Billion
US$ US$
A growing niche
in the Telecommunication Services market
Source: Frost & Sullivan
<PAGE>
Industry overview
. Industry is still dominated by Telco's
(AT&T - WorldCom - BT - Telstra, etc.)
. Audio services are still prominant in the industry
(approx 90% of the revenues)
. The US market is still the largest market in the world
(approx 80% of the revenues)
<PAGE>
Industry is changing
. Consolidation of specialists
. Combined audio and non audio services will be
dominant in the future (approx 55% of revenues by
2003/4)
. Europe and Asia-Pacific will catch up on the US market
<PAGE>
Genesys Conferencing
to become
#1 independent specialist in the US
and to reinforce its position as
#1 independent specialist in the world
<PAGE>
Genesys Conferencing
. #1 worldwide independent specialist in teleconferencing
. High growth of sales and profitability
. Staff of 1.200 specialists in 14 countries
. 16.000 clients worldwide
<PAGE>
The strengths of Genesys
. Innovation - technological leadership
- full range of services
. Globalization - unique worldwide coverage
- leading position in Europe, Asia-Pac, US
. Management - a strong international team
. Finance - focus on strong and profitable growth
- a strong stock
- strong financial resources
A Winner in the industry
<PAGE>
A complete range
of innovative services
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Audio Video Data Web
1989: 1998: 1998: 1998:
1st fully automated Multipoint 1st data service Web streaming
conferencing service videoconferencing offered in Europe 1999:
1996: services 2000: MCM IP
Launch of MCM PowerShare 2000:
1997: conferencing.com
Operator assisted
conferencing services [LOGO]
New multimedia
Web Event services
</TABLE>
<PAGE>
Globalization
Unique geographic coverage
[GRAPHIC]
<TABLE>
NORTH AMERICA EUROPE ASIA-PACIFIC
-------------- ------- ------------
<S> <C> <C>
860 people 310 people 40 people
75% of revenue 23% of revenue 2% of revenue
6 audio call centers 2 audio call centers 1 audio call center
2 video call centers 2 video call centers 1 video call center
#1 independent specialist #1 independent specialist #1 independent specialist
in 2001 since 1997 since 1998
</TABLE>
<PAGE>
Strong international management team
----------------------
--------------- Francois Legros* ------------------
| Chairman & CEO |
| ---------------------- |
---------------------- |
--------------- Jim Huzell* |
| COO |
| ---------------------- |
| | |
| ---------------------- | ---------------------- ---------------------- |
|---- Kim Mayyasi* |- Eric Blot, Chairman* David Detert* --|
| EVP & CEO North America | Genesys Open Media EVP - R&D |
| ---------------------- | ---------------------- ---------------------- |
| | |
| ---------------------- | ---------------------- ---------------------- |
|---- Andrew Pearce* |- Denise Axelsson Pierre Schwich* --|
| EVP - Europe | Marketing Dir. EVP - Finances |
| ---------------------- | ---------------------- ---------------------- |
| | |
| ---------------------- | ---------------------- ---------------------- |
|---- Olivier Fourcade* |- Global Rolf Dahlin VP --|
EVP - Asia-Pacific Accounts Business Development |
---------------------- ---------------------- ---------------------- |
|
---------------------- |
Sandrine Henry --|
Communication Dir.
----------------------
* Members of the Management Committee.
<PAGE>
A focus on strong and profitable growth
[BAR CHART]
in million euro
[] Acquisitions
-- EBITDA 1995 1996 1997 1998 1999
---- ---- ---- ---- ----
3.8 5.0 15.0 19.0 47.4
8.1 0.9 18.6
6.9 18.1 28.8
<PAGE>
A very strong financial structure
. [_] 110 million euros raised since IPO
. Last offering over-subscribed in 3 days
. 64 million euros in cash
<PAGE>
Genesys : A Strong Stock Performance
[GRAPH]
9.91 1st October 1998
9.45
9.15
8.99
8.54
8.84
9.15
9.3
9.15
9.13
9.68
10.06
10.37
10.35
10.37
9.91
10.44
10.37
10.14
10.03
9.92
10.52
10.67
10.67
11.43
11.37
11.89
11.86
11.88
11.78
11.74
11.14
11.13
11.55
11.42
11.57
11.42
11.3
11.3
11.58
11.59
11.51
11.74
11.74
11.74
11.74
11.74
11.91
11.75
11.89
11.75
11.89
11.89
11.74
11.42
11.43
11.43
11.43
11.35
11.28
11.1
11.5
11.49
11.5
11.45
11.28
11.5
11.5
11.28
11.2
11.12
10.99
10.94
10.75
10.68
10.7
10.5
11
11.21
11.5
12.5
12.5
12.49
12
12.1
12.2
11.9
11.8
11.43
11
11
11
10.63
10.3
10.5
10.5
10.5
9.99
10.8
10.94
11.27
12.35
12
11.9
13.5
13.89
14.4
14.3
13.9
13.3
12.5
12.4
12.4
12.18
12.4
13.3
12.7
12.8
12.65
12.7
12.88
12.18
12.5
12.3
12.5
12.57
12.3
12.3
12.49
11.99
12.25
12.8
13
12.9
12.79
12.8
12.38
12.1
12.05
12.23
12.42
12.5
12.34
12.2
11.8
12.13
12.2
11.99
11.6
11.2
10.9
11.2
10.99
10.9
10.6
10.4
10.4
10.4
10.3
10.5
10.5
10.26
10
10
10.8
10.25
10.75
10.8
11
11.4
11.88
12
12
11.6
11.6
12.14
12.55
13.2
14.5
13.3
13.3
13.7
13
13
12.95
13
14
14.2
14.1
14.25
14.5
15.95
15.64
15.6
15.29
14.7
15
14.9
14.8
14.65
14.5
14.75
15
15.01
14.98
14.8
14.86
15.05
15
14.95
14.7
14.41
14.4
14.25
14.25
14.4
14.4
14.5
14.45
14.65
14.8
14.8
14.7
14.9
14.89
14.55
14.98
14.9
14.89
15.2
15.2
15.2
15.6
16.9
15.6
16.2
16.35
16
16
16
18.3
18
19
18.76
18.35
18.29
18.01
18.26
18.35
18.6
18
18.25
18.45
18.4
18.49
18.5
17.53
17.53
17.2
17
17
16.5
15.82
16.15
16.5
16.2
16.23
16.6
16.71
18.35
18.1
18.61
18.8
18.45
18.65
18.7
20.2
22.2
22
22.24
22.01
22.01
21.7
21.99
21.8
21.9
22.91
24.95
25.16
29
28.5
28.6
28.8
28.1
28.5
28.8
29.5
30.5
31.85
35
31.8
30.9
28.8
26.99
30
30.55
30
31.15
31
31.5
31
30.8
32
33
31.7
35.8
36.2
32.7
30.9
31.58
32
32.86
31.25
32.7
32
33.2
36.65
39
42.95
44.1
50
48
49.1
48.6
58.9
53.2
49.9
51.1
51.8
51.6
52
51.7
53
50.9
50.4
50.1
55
51.1
51
51
48.8
46.5
50
56
55
52.5
50.9
54.8
53.5
56.4
63.95
62
62
69
75
67
64.8
58.35
60.2
63.9
63.25
55.25
56
49
52.9
59.85
60
59.2
58
57
55.1
50
43.5
57.9
56.6
59.65
55
52.2
50.5
48.9
45.8
52
50.6
54.7
53
51
51
51
52.15
51.95
51.3
49.05
48.5
49
48.5
50
49
45.5
39.3
40.4
33
33.4
33.22
36.48
37
37.49
37.05
40.75
44.82
45.4
44
45.8
46.5
45.85
44.05
42.25
41
48
50
50.45
48.05
49
47
45.2
45
45
44
44.5
43.5
45.9
47.3
47.2
45.01
47.48
46.85
45.8
44.99
46
41.4
41.5
42
44
43.5
45
44.6
43.49
42.95
42.5
41.92
41.9
42
42.3
45.5
46.4
50
54.7
54
56.5
54.2
56
56.5
57.5
57
61
62
60
60.8
61
61
61.2 15th September 2000
Listing in Oct 98 - Paris Stock Exchange (symbol: 3955)
Performance since IPO: x6
Market capitalisation : (greater than)500 M [ ]
<PAGE>
The choice of multinationals
PINAULT PRINTEMPS REDOUTE . HSBC . DEUTSCHE BANK
AUCHAN . HP . BNP PARIBAS . AVENTIS .
SOCIETE GENERALE . SONY . KLM . LA POSTE . DELPHI .
BAXTER . REUTERS . BACARDI Ltd .
ELECTROLUX . FEDERAL EXPRESS . ADIDAS .
CITIBANK . ARTHUR ANDERSEN . PRICE WATERHOUSE .
JP MORGAN . SMITHKLINE BEECHAM .
ALLIED SIGNAL . PROMODES . LEHMAN BROTHERS
A prestigious portfolio
illustrating the success of the Genesys strategy
<PAGE>
Vialog
#1 independent specialist in the US
<PAGE>
Vialog at a glance
. #1 U.S. independent conferencing specialist
. Comprehensive portfolio; audio conferencing,
videoconferencing and web conferencing
. Over 600 employees: 6000 customers
. Four of eight call centers successfully consolidated
. EBITDA now growing faster than revenues
. Based in Boston with 4 U.S call centers
. Compelling Internet business: WebConferencing.com
<PAGE>
Vialog history
. 1996: Creation of Vialog
. 1997: Acquisition of 6 companies
. 1999: IPO*
3 additional acquisitions
Kim Mayyasi named new CEO
Restructuring and consolidation completed
* Current symbol: VX
<PAGE>
Business Strategy
. Recurring B-to-B Revenue Model
. Focus on Fortune 2500 companies
- 600 already Vialog customers as of 1/00,
180 added so far this year
- Responsive to Vialog's customer-centric selling
- Churn less than 5% per annum
. Embrace an ASP business model
- Integrate best-of-breed technologies and infrastructure
- Customization where required for large customers
Establish beach-head and then push additional products through
customer locations
<PAGE>
Vialog's diverse and stable customer base
. Financial: Chase, Cigna, Lehman Bros.,
CIBC Oppenheimer, Citibank, Chubb, Bear Sterns
. Technology: Lycos, Nextel, Hitachi, Hewlett Packard
. Associations: Chemical Manufacturers Assoc.,
American Petroleum Institute
. Healthcare: Roche, Biogen, Baxter Biotech
. Retail: Sears, KFC, Pizza Hut
<PAGE>
A history of strong growth
(EBITDA growth rate now 2x revenue growth)
In million US$
[GRAPHIC]
1997 1998 1999* H1-00
Revenue 4.8 46.8 68 38.6
EBITDA -4.9 6.1 14 0 9.8
*EBITDA 1999 does not include $4.2 million one-time restructuring charges
associated with consolidation.
<PAGE>
Reservation-less Conferencing
Ready-to-Meet is already a $5M annual business
---------------------------------
Ready-To-Meet (TM)
CONFERENCE CARD
. Launched Q4-99 Host: Mark Pukita
. Growing 30% per month Dial In: 877-241-1867
. 75% from new accounts 334-323-4224
. Integrated back-end Host Passcode: 96912
Participant Passcode: 83200
[LOGO] VIALOG
The [illegible] Company
---------------------------------
[BAR CHART]
$000's
Nov. Dec. Jan. Feb. Mar. Apr. May Jun
'99 '99 '00 '00 '00 '00 '00 '00
---- ---- ---- ---- ---- ---- ---- ----
[need specific values for bar chart]
<PAGE>
WebConferencing.com
is rapidly growing
. Launched 10/99
. Recognized B-to-B group
communications portal
"Webconferencing.com, [BAR CHART]
in my humble opinion, shows
where the future of this industry 4Q99 4Q00 4Q00
is headed."
Elliot Gold's, Electronic TeleSpan
November 1, 1999
<PAGE>
Acquisition Prospects
<PAGE>
A strategic acquisition
. #1 independent specialist in the United States
. Reinforcement of our global presence and offering
. Client base doubled
- a stronger foundation for future growth
. An accretive operation
<PAGE>
Challenging the major players
in million euro
Genesys Vialog Combined
Revenues 1999 47.4 80.0 127.4
EBITDA 1999 7.1 15.9 23.0
in million USD
Genesys Vialog Combined
Revenues 1999 41.7 68.6 110.3
EBITDA 1999 6.2 14.0* 20.2
* does not include $4.2 million one-time restructuring charges associated with
consolidation.
<PAGE>
Challenging the major players
in million euro
Genesys Vialog Combined
Revenues H1-00 41.7 43.9 85.6
EBITDA H1-00 7.0 11.1 18.1
in million USD
Genesys Vialog Combined
Revenues H1-00 36.7 38.6 75.3
EBITDA H1-00 6.2 9.8 16.0
<PAGE>
Strong synergies
. Deployment of Genesys' complete range of services
to Vialog customers (MCM, WebEvent, etc.)
. Vialog customers to benefit from Genesys' global
coverage : Development of global contracts
. Strong Internet position on conferencing portals,
integration of MCM browser
. approx. US$ 5M cash savings
<PAGE>
Terms of the acquisition
Consolidation of Vialog and Genesys' US subsidiary
Share exchange Debt refinancing
ADS [Left arrow] +241M$ [right arrow] short term: 15M$
approx. 151M$ Long term: 75M$
<PAGE>
Proforma ownership
of the combined entity
[PIE CHART]
Genesys' shareholders Vialog's shareholders
--------------------- ---------------------
approx. 79% approx. 21%
<PAGE>
An accretive acquisition
<TABLE>
<CAPTION>
Number of shares Entreprise x Revenue EBITDA
(in millions) value 12 trailing months per share
<S> <C> <C> <C> <C>
Genesys 10.6 637 M [_] 8.4 1.0
Vialog 11.4 274 M [_] 3.3 1.6
</TABLE>
<PAGE>
A New US Management Team
[PHOTO]
Kim Mayyasi
CEO
Kim joined Vialog as President and CEO in July 1999. He has 20 years of
experience in telecommunications and Internet marketing at progressive,
technology-driven corporations. He holds an MBA in Finance from the American
Graduate School of International Management, and a BSEE from MIT.
[PHOTO]
Margie Medalle
President & COO
Margie joined Genesys in April 1999 when Aloha Conferencing, of which she was
Managing Director, was acquired. She became CEO of Genesys Conferencing Inc. in
1999. She has an MBA from the Golden Gate University and a degree in accountancy
from the University of San Francisco.
<PAGE>
Genesys Conferencing
A clear strategy
and proven ability to execute
<PAGE>
A clear strategy
. Expand and consolidate market shares
. Deploy the services and technologies of the future
<PAGE>
Expand and consolidate
market shares
. Sustain strong internal growth
. Develop and win major international contracts
. Gain market share through strategic acquisitions
. Penetrate new markets
Ensuring a dominant position
and a strong basis for future growth
<PAGE>
Deploy the services
and technologies of the future
. Continuous internal R&D representing 5% of revenues
. Leverage on strong Internet position and new technologies
- Powershare
- A universal conferencing portal: Conferencing.com
. Technological partnerships and acquisitions
To generate additional revenues and margins
<PAGE>
Genesys Conferencing
. The largest independent specialist in the world
. Recognized technological expertise
. Strong growth and profitability dynamics
. Strong financial structure
. Proven ability to execute
A Company with a great future
<PAGE>
[LOGO] Genesys Conferencing
Leading the World
to Virtual Group Communications
<PAGE>
revenue - EBITDA - EBIT - Breakdown of share ownership - locations - human
------- ------ ---- ---------------------------- --------- -----
resources - new US management
--------- -----------------
If you can't see animations below, free download the Plug-in [AUTOINSTALL NOW!]
or choose the html version.
------------
The New Genesys Group
Finance
Revenue (million)
-------------------------------------------------------
Genesys Vialog
2000 2000
98 99 H1 98 99 H1
----- ----- | ----- ----- ----- | -----
16.7$ 41.7$ | 36.7$ 46.8$ 68.6$ | 38.6$
19.0E 47.4E | 41.7E 53.2E 80.0E | 43.9E
[TOP]
<PAGE>
EBITDA (million)
-------------------------------------------------------
Genesys Vialog
2000 2000
98 99 H1 98 99 H1
----- ----- | ----- ----- ----- | -----
2.2$ 6.2$ | 6.2$ 6.2$ 14.0$ | 9.8$
2.6E 7.1E | 7.0E 7.1E 15.9E | 11.1E
1998 & 1999 EBITDA figures exclude an aggregate of $1.2 million and $4.2 million
respectively in charges, primarily related to restructuring charges and
severance obligations.
<PAGE>
[BAR CHART]
[illegible]
Figures do not include the goodwill amortisations.
[TOP]
Breakdown of share ownership
-------------------------------------
[PIE CHART]
Genesys Vialog
------- ------
78.4% 21.6%
<PAGE>
[TOP]
Locations
[MAP]
Europe Asia Pacific
USA
Vialog locations
[TOP]
Human Resources
<PAGE>
[1200]
New Genesys Group
[TOP]
Management Team
----------------------
--------------- Francois Legros
| Chairman & CEO
| ----------------------
---------------------- | ----------------------
Jim Huzell |- Pierre Schwich
COO | EVP Finance
---------------------- | ----------------------
| |
---------------------- | ---------------------- | ----------------------
Kim Mayyasi -|- Andrew Pearce |- David Detert
EVP/CEO North America | EVP - Europe | EVP R&D
---------------------- | ---------------------- | ----------------------
| |
---------------------- | ---------------------- | ----------------------
Olivier Fourcade -|- Eric Blot Chairman |- Rolf Dahlin
EVP - Asia Pacific | Genesys Open Media | VP Business Development
---------------------- | ---------------------- | ----------------------
| |
---------------------- | ---------------------- | ----------------------
Denise Axelsson -|- Global |- Sandrine Henry
Marketing Dir. Accounts Communication Dir.
---------------------- ---------------------- ----------------------
<PAGE>
[PHOTO]
Kim Mayyasi
CEO & EVP USA
Kim joined Vialog as President and CEO in July 1999. He has 20 years of
experience in telecommunications and Internet marketing at progressive,
technology-driven corporations. He holds an MBA in Finance from the American
Graduate School of International Management, and a BSEE from MIT.
[PHOTO]
Margie Medalle
President & COO
Margie joined Genesys in April 1999 when Aloha Conferencing, of which she was
Managing Director, was acquired. She became CEO of Genesys Conferencing Inc. in
1999. She is 41 and has an MBA from the Golden Gate University and a degree in
accountancy from the University of San Francisco.
[TOP]
<PAGE>
[LOGO] Genesys Conferencing
Overview
Introduction
Founded in 1986, Genesys has become one of the leading worldwide
specialist providers of teleconferencing services. Genesys is Europe's ans
Asia Pacific's leading specialist in teleconferencing.
Genesys first penetrated North America in 1998 further to the acquisition
of Summons, then one of the first teleconferencing providers exploiting
the Internet. This was followed in 1999 by the buy-out of USN's
conferencing base, and the acquisition of operator-assisted audio
specialist Aloha Conferencing, serving 3,000 customers. August 1999
witnessed the purchase of Williams Conferencing the audio and
videoconferencing specialist provider. In september 2000, Genesys to
acquire Vialog and will become no. 1 independent conferencing specialist in
North America.
In just twelve years, Genesys has established its presence worldwide and
built a complete and comprehensive conferencing range: from audio, video,
data and Internet with innovating value-added features.
In 1989 Genesys 'rocked' the industry with TeleReunion (since renamed
TeleMeeting), the world's first automated audio service. Other
feature-oriented innovations have been regularly introduced, a significant
accomplishment being Multi Conference Manager (MCM), the original
user-centered conferencing management software launched in 1998 and
recently reshaped for the Internet.
Internet-based data conferencing and cutting-edge videoconferencing were
added to the Genesys service offer in 1998 to cover all conferencing
needs. The launch of a universal Internet conferencing portal in the first
quarter 2000 (conferencing.com) positioned Genesys as the leading
e-conferencing specialist. The Internet strategy continues throughout 2000
with the acquisition of three dotcoms in the second quarter - specialising
in cyber-medical seminars, multimedia web streaming and rich media and
Internet financial communications. Together with TeleEvent, the number one
brand in event type communications creates a powerful group communications
tool and positions Genesys as a major player in virtual group
communications on the Internet.
Genesys commits a minimum of 5% of revenue per annum to in-house research
and development to ensure the continued enhancement and development of
existing services to meet the demands of the 16,000 Genesys customers and
2.5 million users worldwide.
The unmatched geographical reach of Genesys and complete range of
conferencing services is enhanced by the customer tailored global billing
system and further more by the support of 600 conferencing specialists
committed to addressing business and industry requirements efficiently.
The growing credibility of Genesys is illustrated with the eight out of
nine global contracts having been won by the Group so far in 1999.
The global and Internet presence combined with the market consolidation
and customer focussed strategy creates a solid foundation to implement the
vision for Genesys, to evolve as the driving force in the world of virtual
group communications.
For more information or to arrange an interview with Genesys: contact
-------
<PAGE>
Genesys Conferencing
to Acquire Vialog
--------------------
o The Acquisition
Explained
o The New
Group
o Genesys
Overview
o Vialog
Overview
o Strong Internet
Position
o Contacts
o Links
[LOGO] VIALOG
THE CONFERENCING COMPANY
Overview
Company
Vialog (Amex:VX) is a leading provider of teleconferencing services, including
audio conferencing, videoconferencing, web presentation and messaging services,
such as 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. Unlike other
teleconferencing service providers that offer "one-size-fits-all" services,
Vialog provides clients custom-tailored solutions and the broadest range of
conferencing services available.
Customer Service
Vialog takes a consultative approach to ensure the success of clients'
meetings-at-a-distance. Vialog is comprised of an experienced team of
conferencing specialists who understand what it takes to manage everything from
small business meetings to high profile public events.
Markets & Industries
Vialog services a wide range of industries that encompass varying conferencing
needs including trade associations, financial institutions, high technology
firms, insurance companies, law firms, pharmaceutical companies, retail
organizations and many others.
Customers & Partners
Vialog works with more than 6,000 companies worldwide. Customers use Vialog
services to address a wide range of communication requirements including
discussing strategies with worldwide sales teams, announcing financial
information to the investment community and conducting interactive training
seminars.
Management Team
Kim Mayyasi, Chief Executive Officer and President
Robert Moore, Senior Vice President, Core Services
Michael E. Savage, Senior Vice President and Chief Financial Officer
Bob Saur, Chief Information Officer
William Beaton, Vice President, Human Resources
John Dion, Vice President, Finance and Treasurer
Gerard P. McEleney, Vice President, Wholesale Sales
John Polcari, Vice President, Strategic Internet Channels
Tony Terranova, Vice President, Product Management
Richard H. Turcott, Vice President, Marketing
Gary Vilardi, Vice President, Sales
Timothy Wright, Vice President, Training and Quality
For more information visit www.vialog.com
--------------
<PAGE>
Genesys Conferencing
to Acquire Vialog
--------------------
o The Acquisition
Explained
o The New
Group
o Genesys
Overview
o Vialog
Overview
o Strong Internet
Position
o Contacts
o Links
A Stronger Internet Position
CONFERENCING.COM [RIGHT ARROW]
visit conferencing.com
Genesys vision is for Conferencing.com to become the definitive teleconferencing
portal on the Internet. A visitor to Conferencing.com should be able to find
information and purchase a wide variety of products and services relating to
teleconferencing.
Web.Conferencing.com
visit webconferencing.com
Vialog is your single resource for scheduling all your conference calls -
whether you're meeting by audio, video or web. Need to send a message to a
broad audience? Our messaging services provide you with multiple options for
broadcasting your important message.
<PAGE>
Links
-----------------------------------
[LOGO] Genesys Conferencing
-----------------------------------
Genesys Corporate Site: www.genesys.com [LOGO] Genesys Conferencing
---------------
Vialog Corporate Site: www.vialog.com [LOGO] V I A L O G.
--------------
Genesys Press Package
Vialog Press Package
--------------------
