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West Corporation Announces Final Results in Tender Offer for Genesys
West Corporation Announces Final Results in Tender Offer for Genesys
91.9% of Genesys Shares Tendered in Initial Tender Offer; Subsequent Offering Period From May 19 to June 6, 2008

West Corporation ("West") announces that the
French Autorité des marchés financiers ("AMF") today published the final
results of the offer of West International Holdings Limited ("WIH"), its
wholly-owned subsidiary, for Genesys SA ("Genesys"). These results confirm
that, as previously announced on May 13, 2008, 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 91.9% of the share capital and the voting rights of
Genesys on an issued and outstanding basis.
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).
Subsequent Offering Period from May 19, 2008 to June 6, 2008
Having obtained greater than 66.66% of the total share capital and voting
rights of Genesys on a fully diluted basis, WIH will provide a subsequent
offering period of 15 French trading days. The terms and amount of the
consideration offered in this subsequent offering period are identical to
those offered during WIH's initial tender offer for Genesys. The
subsequent offering period will commence on Monday, May 19, 2008 and expire
on Friday, June 6, 2008. Holders of Genesys ADSs may tender their ADSs in
the subsequent offer until 5:00 p.m. Eastern time on June 6, 2008.
West currently expects that the AMF will publish the results of the
subsequent offering period on or about June 19, 2008. West expects that
the settlement date of the subsequent offering period will occur on or
about June 25, 2008 and in respect of Genesys ADSs tendered in the
subsequent offer, on or about June 30, 2008 (to allow for the necessary
foreign exchange conversions).
Open Market Purchases during Subsequent Offering Period
WIH intends to purchase Genesys shares in open market transactions on the
Eurolist market of Euronext Paris during the subsequent offering period.
Such open market purchases will be made at a price of EUR 2.5. Information
regarding such purchases will be available on the AMF's web site at
www.amf-france.org and on West's web site at www.west.com.
Conference Call
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
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.
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.
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