[LOGO OMITTED] [LOGO OMITTED]
o SIGNATURE OF A TERM SHEET TO REFINANCE VIALOG'S DEBT
o ANNUAL CASH SAVINGS FROM DEBT REFINANCING ESTIMATED
TO BE U.S. $4.5 MILLION
MONTPELLIER, FRANCE - MARCH 22, 2001 - Genesys S.A. (Euronext: 3955) and Vialog
Corporation (Amex: VX) jointly announce that they have received commitments from
a bank group for a U.S. $ 125 million senior credit facility that will permit
Vialog Corporation to refinance its outstanding debt following its acquisition
by Genesys. In addition to the refinancing of approximately U.S. $ 90 million of
Vialog debt, the credit facility will provide for the refinancing of Genesys'
existing debt and a U.S. $ 10 million working capital line of credit.
Participants in the credit facility will include BNP Paribas, CIBC World Markets
and Fortis Bank. Genesys and Vialog expect that the credit facility will be
fully documented and available in approximately 4 weeks. Availability of the
credit facility is subject to due diligence, documentation and other customary
conditions for a facility of this kind.
The terms provided by the term sheet signed with the banks should enable the new
Group to generate approximately U.S. $ 4.5 million of annual cash savings
related to interest costs compared with Vialog's current interest costs.
As previously announced, the Genesys capital increase relating to the Vialog
acquisition will be submitted for approval by the shareholders of Genesys on
March 23, 2001. Similarly, Vialog shareholders will be voting on the merger at a
shareholders meeting on March 23, 2001. The merger closing is scheduled to occur
in conjunction with the loan closing.
As per the merger agreement, the exchange ratio will now be determined on the
basis of the volume-weighted average share price of Genesys shares on
Euronext-Paris for the 10 consecutive trading days ending on the second trading
day prior to the day of the closing. Vialog's termination right remains
unchanged, although Vialog's board yesterday re-affirmed its intention to
proceed with the merger under current market conditions.
The Board of Genesys previously announced it has decided, based on current
conditions, not to exercise its right to adjust the exchange ratio if the Board
of Vialog were to decide to exercise its right to terminate the merger
agreement. The exchange ratio will thus under current conditions be fixed at a
maximum of 0.6703 ADSs for each Vialog share, resulting in a maximum dilution
rate of 26.5 %.
Genesys Conferencing and Vialog have both reaffirmed their continuing interest
in the strategic combination of their businesses.
ABOUT GENESYS CONFERENCING:
FOUNDED IN 1986, GENESYS CONFERENCING IS THE WORLD'S LEADING CONFERENCING
SPECIALIST : AUDIO CONFERENCE, DATA CONFERENCE, VIDEO CONFERENCE AND
WEBSTREAMING. WORKING IN A RAPIDLY GROWING MARKET AND ENJOYING UNIQUE WORLD-WIDE
COVERAGE AS A RESULT OF ITS GEOGRAPHIC EXPANSION POLICY, GENESYS CONFERENCING
HAS ESTABLISHED ITS ADVANCED TECHNOLOGY IN 16 COUNTRIES THROUGHOUT EUROPE, ASIA
PACIFIC AND THE UNITED STATES. GENESYS CONFERECING IS LISTED ON THE NOUVEAU
MARCHE IN PARIS (EUROCLEAR 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.
AT GENESYS CONFERENCING
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PIERRE SCHWICH MARINE BRUN FLORENCE CATEL
EVP, Finance Shareholder and Press Relations
Investor Relations
Tel: +33 4 67 06 27 55 Tel: +33 4 67 06 75 17 Tel: +33 4 67 06 27 49
Pierre.scwich@genesys.com investor@genesys.com florence.catel@genesys.com
- ------------------------- -------------------- --------------------------
AT VIALOG
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MIKE SAVAGE
Chief Financial Officer
Tel : 781-761-6200
Msavage@vialog.com
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US SEC FILINGS
Genesys has filed a registration statement on Form F-4 (No. 333-55392) with the
United States Securities and Exchange Commission. The Form F-4 contains a proxy
statement / prospectus relating to the Vialog special meeting and other related
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
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 are
available free of charge at the US SEC's web site at www.sec.gov. In addition,
the proxy statement/prospectus, the Form 8-K and all other documents filed with
the US SEC in connection with the Vialog transaction will be made available to
investors free of charge by calling or writing to:
GENESYS S.A.
PIERRE SCHWICH
Chief Financial Officer
4 Rue Jules Ferry, BP 1145
34008 Montpellier, Cedex 1, France
Phone: 33 4 67 06 27 55
Email: pierre.schwich@genesys.com
--------------------------
VIALOG CORPORATION
MICHAEL E. SAVAGE
Chief Financial Officer
32 Crosby Drive
Bedford, MA 01730
Phone: 781-761-6200
Email: msavage@vialog.com
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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.
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Forward-Looking Statements
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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 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. Except to the extent
required by law, the parties undertake no obligation to revise or update any of
them to reflect events or circumstances after the date of this release, or to
reflect new information or the occurrence of unanticipated events.