May 13, 2008
West Corporation Announces Successful Tender Offer for Genesys
OMAHA, NE, May 13, 2008 West Corporation ("West") announces that the French Autorité des marchés financiers ("AMF") today published the preliminary results of the offer of West International Holdings Limited ("WIH"), its wholly-owned subsidiary, for Genesys SA ("Genesys"). These results indicate that, as of the expiration of the offer, in aggregate, 64,224,366 Genesys shares had been tendered into the offer, including the Genesys shares represented by ADSs tendered into the offer, representing 91.90% of the share capital and the voting rights of Genesys on an issued and outstanding basis. On a fully-diluted basis, Genesys shares representing 85.49% of the share capital and the voting rights of Genesys have been tendered. The AMF has therefore determined that the minimum tender condition to the offer has been satisfied and that the offer has been successful.
West expects that the AMF will announce the final results of the offer on May 16, 2008. West expects that the settlement of the offer and the delivery of the offer consideration in respect of tendered Genesys ordinary shares will occur on Thursday, May 22, 2008 and in respect of Genesys ADSs tendered in the offer no later than Wednesday, May 28, 2008 (to allow for the necessary foreign exchange conversions). Assuming the final results confirm these preliminary results, as previously disclosed and in accordance with the rules and regulations of the AMF, West will provide a subsequent offering period of at least 10 French trading days.
The Company will hold a conference call to discuss these topics on Thursday, May 22, 2008 at 11:00 AM Eastern Time (10:00 AM Central Time). Investors may access the call by visiting the Financials section of the West Corporation website at www.west.com and clicking on the Webcast link. A replay of the call will also be available on the website.
Additional Information and Forward Looking Statements
This announcement does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to purchase or subscribe for any securities.
West International Holdings Limited filed a Tender Offer Prospectus (Note d'Information) with the AMF on February 19, 2008, which was approved by the AMF on March 18, 2008, and filed other related offer documentation with the AMF on March 18, 2008. Genesys filed a Response Document (Note en Réponse) with the AMF on March 3, 2008, which was approved by the AMF on March 18, 2008, and filed other related offer documentation with the AMF on March 3, 2008 and March 19, 2008. Free copies of these documents are available on the AMF's web site at www.amf-france.org. Tender offer documentation filed by West International Holdings Limited, including an English language translation of this documentation, is available on West's web site at www.west.com. Tender offer documentation filed by Genesys, including an English language translation of this documentation, is available on Genesys' web site at www.genesys.com. In addition, holders of Genesys ADSs should read the prospectus supplement for ADS holders that, upon commencement of the tender offer, was made available to them and that contain important information on how to tender their ADSs in the tender offer. Free copies of the prospectus supplement and other tendering material for ADS holders may be obtained from Georgeson Shareholder, the information agent for the ADS portion of the offer, at (866) 328-5446. Shareholders (including holders of ADSs) and other investors are urged to read carefully all tender offer documentation prior to making any decisions with respect to the tender offer.
The publication or distribution of this press release may be subject to statutory or regulatory restrictions in certain countries. This press release is not addressed to individuals subject to such restrictions, either directly or indirectly. Receipt of this press release does not constitute an offer in countries where a tender offer or an offer of securities would be illegal.
This press release contains forward looking statements about West, Genesys and their combined businesses after completion of the proposed acquisition. Forward-looking statements can be identified by the use of words such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "intends," "continue" or similar terminology. These statements reflect West's and Genesys' current expectations and are not guarantees of future performance or results. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. These risks and uncertainties include uncertainty regarding the expected closing date of the transaction, the ability of the parties to achieve the anticipated benefits and synergies of the proposed transaction, the anticipated future combination of operations, products and services, and the anticipated role of Genesys, its key executives and its employees following the closing of the transaction, the impact of exchange rate fluctuations and other risk factors described in documents filed by West with the U.S. Securities and Exchange Commission including West's annual report on Form 10-K for the year ended December 31, 2007 and quarterly report on Form 10-Q for the quarter ended March 31, 2008 and in documents filed by Genesys with the AMF including the Document de Référence under number D.08-331 on April 20, 2008. These forward-looking statements speak only as of the date on which the statements were made. West and Genesys undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, you should not place undue reliance on these statements. In any event, these statements speak only as of the date of this press release.
About West Corporation
West Corporation is a leading provider of outsourced communication solutions to many of the world's largest companies, organizations and government agencies. West helps its clients communicate effectively, maximize the value of their customer relationships and drive greater profitability from every interaction. The Company's integrated suite of customized solutions includes customer acquisition, customer care, automated voice services, emergency communications, conferencing and accounts receivable management services.
Founded in 1986 and headquartered in Omaha, Nebraska, West has a team of 42,000 employees based in North America, Europe and Asia. For more information, please visit www.west.com.