Filed pursuant to Rule 425
Filing company: Genesys S.A.
Subject company: Vialog Corporation
File Number: 001-15527
PRESS RELEASE Paris, 22 December 2000, 7.00
Genesys Conferencing
Genesys Conferencing to acquire Astound
and become a leading player in Web conferencing
Genesys S.A (Montpellier, France) to acquire 100% of the Canadian Company
Astound Incorporated (Toronto, Ontario),
This acquisition would solidify the close relationship that began in the early
part of the summer when Genesys Conferencing and Astound signed an initial
technological and commercial partnership. The partnership was strengthened this
fall when Genesys Conferencing made a $5 million investment in Astound.
Based in Toronto and founded in 1996, Astound is a leading provider of solutions
for real-time web conferencing, collaboration and streaming media broadcasts and
enjoys an increasing share of this burgeoning market. The company's leading edge
technology uniquely delivers a true multimedia user experience while meeting
enterprise customers' toughest requirements by delivering the highest measure of
reliability, content security and solution scalability. Leading corporations
such as Hewlett-Packard, Lexmark, Minolta, NCR, DLJ Direct and many others have
chosen Astound's web conferencing solutions. Further, Astound has received
industry accolades from prestigious publications including Infoworld, ZDnet and
TMC.
...to become one of the leading players in a market that is estimated to be
almost $3 billion in 2005...
According to industry analysts from Wainhouse Research, the Web conferencing
market is forecast to grow at a compounded annual rate of 89% through to 2005 to
approximately $3 billion or around 26% of the world teleconferencing industry.
Given this growth rate, Astound represents a particularly synergistic benefit to
Genesys Conferencing 's large conferencing customer base. After the acquisition,
Genesys Conferencing will be able to offer and control a fully integrated range
of services of audio, video and Web conferencing to all its customers worldwide.
... and to strengthen its technological position in the Web conferencing market.
The acquisition of Astound would strengthen the Genesys Conferencing's
technological market position and give it an advantage in providing next
generation teleconferencing services. Genesys Conferencing will benefit from:
o Direct control of one of the market's most innovative technologies;
o The reinforcement of its Research and Development teams and development
of new expertise and synergies; o The enhancement of integrated services
now offered via the Genesys Conferencing's teleconferencing gateway:
http://www.conferencing.com;
o The addition of strong management to further enhance Genesys
Conferencing's team.
A strategic acquisition
The range of audio and video conferencing services, recently enhanced with rich
media and to be completed by Astound' services in web conferencing and data
collaboration, will be deployed in 14 countries. After the closing of the
previously announced Vialog transaction and its integration, the Genesys
Conferencing sales force of 250 would market the enhanced range of conferencing
services to the 16,000 customers of the Group worldwide.
For Genesys Conferencing, the integration of the technology developed by Astound
is projected to lead to significant gross margins improvement from Web
conferencing services. Genesys Conferencing expects that in 3 years these
services will represent a material percentage of total sales.
"The combination of our leading Web conferencing technology and the world's
leading independent teleconferencing specialist will catapult us to the
forefront of the Web conferencing market." stated Kailash Ambwani, Chairman and
CEO of Astound. "This merger brings together one of the industry's most
promising technologies and Genesys Conferencing's huge worldwide distribution
capability".
"The acquisition of Astound is a major step in the growth of Genesys
Conferencing. Astound is going to help Genesys Conferencing become one of the
leading players in virtual IP communication. It fits in perfectly with the
Group's strategy, which is to prepare for the future through the development,
acquisition and full integration of the most innovative technologies in order to
offer all our customers a full range of interactive communication services",
said Francois Legros, Chairman and CEO of Genesys Conferencing.
Acquisition details
The purchase price consists of 1 million Genesys shares and $7 million in cash,
payable at closing, subject to a "collar" and to certain adjustments for
expenses and warrants and options proceeds.
Key employees and large shareholders of Astound have agreed to a lock-up on the
sale of the Genesys shares which they will receive for periods ranging from 30
to 180 days.
Genesys Conferencing and Astound have agreed that Genesys Conferencing will
endeavor to sell certain non-core Astound assets and share 50% of the net
proceeds with Astound shareholders.
Genesys Conferencing expects the closing to take place in the first quarter of
2001 and this acquisition to be accretive on a cash basis within one year. The
closing of the acquisition is subject to the approval of a Plan of Arrangement
by Astound shareholders and the approval by Genesys Conferencing shareholders of
the issuance of the necessary Genesys Conferencing shares to implement the Plan
of Arrangement.
About Astound:
Founded in 1996 and based in Toronto, Astound is a leading provider of Web
conferencing and collaboration services, enabling companies to communicate in
real-time with customers, employees and partners. The Astound Conference Center
is a complete, integrated platform for one-to-one and small group collaboration
as well as large scale Web events. Astound has 82 employees and had sales for
the 12 months ended September 30, 2000 of $2.1 million (2.3 Million Euros).
Astound's services are distributed via a direct sales force to customers such as
Hewlett Packard, Minolta, Lexmark, DLJ Direct, NCR and Teklogix.
About Genesys Conferencing:
Founded in 1986, Genesys Conferencing is the world's independent leading
specialist in teleconferencing services: audio conferencing, data conferencing,
video conferencing and Web conferencing. Genesys Conferencing's unique global
presence, comprehensive product offering and commitment to innovation have
allowed it to build strong relationships with customers in 14 countries across
Europe, the Pacific Rim and the United States. Genesys is listed on the Nouveau
Marche de Paris (Sicovam Code :
3955)
Find out the latest financial information on
www.genesys.com/investor
Contacts:
GENESYS Conferencing
--------------------
Pierre Schwich Marine Brun Francois Legros
EVP Finance Investor Relations Chairman & CEO
Tel : +33 4 67 06 27 55 Tel : +33 4 67 06 75 17 Tel : +33 4 67 06 27 89
[email protected]
GENESYS Conferencing North America
----------------------------------
Margie Medalle
CEO Genesys Conferencing Inc.
Tel : +1 (0)303 267 12 58 (Denver Office)
Tel : +1 (0)808 540 41 03 (Hawaii)
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 Astound 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.
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 (such as the Genesys Vialog transaction) 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.
