OMAHA, NE, June 26, 2008 - West Corporation, a leading provider of outsourced communication solutions, today announces that West International Holdings Limited ("WIH"), its wholly-owned subsidiary, which as of June 25, 2008 owned 96.60% of Genesys S.A. ("Genesys"), will acquire the Genesys shares (including shares represented by American Depositary Shares or ADSs) that it does not already own through a mandatory buy-out or squeeze-out (retrait obligatoire) with respect to the remaining publicly held shares. In total, WIH will acquire through the squeeze-out 2,478,999 shares representing 3.40% of the share capital and voting rights of Genesys.
The French Autorité des marchés financiers (the "AMF") today published the timetable for the squeeze-out. On July 1, 2008, Genesys shares will be delisted from the Eurolist of Euronext Paris and all remaining minority interests will cease to have an equity interest in Genesys. In addition, Genesys gave notice to The Bank of New York, the depositary for its ADR program, to terminate the ADR program following completion of the squeeze-out. Holders of Genesys shares subject to the squeeze-out will be entitled to receive consideration in the amount of €2.50 per share. Holders of Genesys ADSs will be entitled to receive consideration in the amount of the U.S. dollar equivalent of €2.50 per ADS, less any amount payable by the holder to the depositary of the ADR program.
Genesys shares subject to the squeeze-out will be transferred to WIH on July 1, 2008. The total amount required for payment for the securities will be deposited by WIH, net of fees, on such date in a blocked account opened for such purpose with Caceis Corporate Trust, which will centralize the payment process. After the closing of individual bank accounts by Euroclear France, the account-holding institutions will credit the accounts of Genesys security holders with the payment owed to them. Any amounts for which the beneficiary is unknown will be retained by Caceis Corporate Trust for a period of 10 years from the effective date of the squeeze-out. At the expiration of the 10-year period, any unclaimed amounts will be paid over to the French Caisse des Depôts et Consignations and will be held on behalf of the beneficiaries for their disposal.
As a result of the squeeze-out, on July 1, 2008, WIH will own 100% of the share capital and voting rights of Genesys.
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 contains 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.
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 undertakes 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.
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