SOURCE: GENESYS

March 04, 2008 02:51 ET

GENESYS : PRESS RELEASE IN RESPONSE TO THE PROPOSED TENDER OFFER INITIATED BY WEST INTERNATIONAL HOLDINGS LIMITED

MONTPELLIER, FRANCE--(Marketwire - March 4, 2008) - This press release is an unofficial translation of the French press release prescribed by Article 231-26 of the AMF General Regulations and is provided for informational purposes only. Genesys shareholders and other investors are urged to read carefully all tender offer materials prior to making any decision with respect to the tender offer.

This press release does not constitute an offer to purchase securities. The Offer described below may only commence when the Offer has been cleared by the Autorité des Marchés Financiers and at such time as the Autorité des Marchés Financiers has declared the Offer open.

FILING OF A DRAFT FRENCH INFORMATION DOCUMENT (NOTE D'INFORMATION)

PRESENTED BY THE COMPANY

GENESYS

ADVISED BY HOULIHAN LOKEY HOWARD & ZUKIN (EUROPE) LIMITED

IN RESPONSE TO THE PROPOSED TENDER OFFER INITIATED BY WEST INTERNATIONAL HOLDINGS LIMITED

FOR THE SHARES AND BONDS REDEEMABLE FOR SHARES OF GENESYS.

This press release is published in accordance with the provisions of Article 231-26 of the General Regulations of the Autorité des Marchés Financiers (the "AMF").

The offer, the draft Tender Offer prospectus and the draft Response Document remain subject to the review of the AMF.

1. Description of the Offer

Pursuant to Section III of Book II, and more specifically Articles 231-13 and 232-1 et seq. of the AMF General Regulations, West International Holdings Limited, a limited liability company incorporated under the laws of England and Wales, registered with the Registrar of Companies under number 6457793, having its registered office at Topeka House, The Luther Challis Business Centre, Gloucester, GL4 3HX, the United Kingdom (the "Offeror"), a wholly-owned subsidiary of West International Corporation, itself a wholly-owned subsidiary of West Corporation, an American corporation incorporated under the laws of Delaware, having its registered office at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808 ("West Corporation"), is making an offer to thе holders of shares and the holders of obligations redeemable for shares issued by Genesys, a French société anonyme with a share capital of 69,882,837 euros, registered with the Registre du Commerce et des Sociétés under number 339 697 021, having its registered office at Le Triade, 215 rue Samuel Morse, 34000 Montpellier (the "Соmpanу" or "Genesys"), to purchase under the conditions described below (the "Offer"):

- any and all shares issued by the Company (including shares represented by American Depositary Shares or "ADSs") or shares that may be issued upon the redemption of ORAs (as defined below) or the exercise of stock options, representing a maximum number of 75,125,275 shares[1] (the shares of the Company being admitted to trading on the Eurolist market (Compartment C) of NYSE Euronext Paris S.A. ("NYSE Euronext Paris") under ISIN code FR0004270270 - GNS) (the "Shares"); and

- any and all of the outstanding bonds redeemable for shares (obligations remboursables en actions) ("ORAs") issued by the Company on March 27, 2001, i.e., a maximum of 175,826 ORAs.

The Shares and the ORAs will be hereinafter referred to as the "Securities."

The Offeror is proposing:

- to the shareholders, thаt they tender their Shares for EUR 2.50 in cash per Share;

- to the holders of ORAs, that they tender their ORAs for EUR 4.03 in cash per ORA.

The Offer is also being made for all issued and outstanding ADSs of Genesys (each ADS representing one Share) under substantially similar terms. The ADSs are currently traded in the U.S. over the counter ("OTC") and quoted on the so-called "Pink Sheets" market under the OTC symbol GNSYY. Holders of ADSs should refer to the prospectus supplement made available to them by The Bank of New York, the depositary for the ADSs, which contains important information on the procedure they need to follow in order to tender their ADSs to the Offer.

In a letter dated February 19, 2008, Geene S.A.S., an indirect subsidiary of Genesys, which holds all of the ORAs, informed the Offeror of its intent not to tender the ORAs it holds to the Offer. As a consequence, no ORAs will be tendered to the Offer.

Тhе Offеr is subject to the condition that the Shares tendered in the Offer represent, as of the closing date of the Offer, more than 66.66% of the Company's share capital and voting rights, on a fully diluted basis.

The Offer will be subject to the review of the competent merger control authorities in the United States of America, Germany and the United Kingdom. The closing of the Offer is subject to the condition precedent of obtaining a clearance decision from each of these authorities, under the conditions specified in Article 231- 11 of the AMF General Regulations. Pursuant to this Article, the Offer will lapse, should one of the authorities mentioned above initiate a procedure similar to the so-called "Phase II" in-depth procedure by the European Commission, i.e., (i) in the United States: extension of the fifteen-day period following the submission of a complete notification set forth in the Hart-Scott- Rodino Antitrust Improvements Act of 1976, as amended; (ii) in the United Kingdom: referral to the Competition Commission pursuant to Section 33(1) of the Enterprise Act 2002; and (iii) in Germany: main examination proceedings (Hauptpruefverfahren) under Articles 40(1) and 40(2) of the German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschraenkungen or "GWB"). The filings with the antitrust authorities in the United States of America, Germany and the United Kingdom started on February 19 and 20, 2008.

Lehman Brothers International (Europe), as the presenting bank for the Offer, filed thе draft information document with thе AMF on behalf of the Offeror on February 19, 2008. Pursuant to the provisions of Article 231-13 of the AMF General Regulations, Lehman Brothers International (Europe) guarantees the terms and binding nature of the undertakings of thе Offеror in connection with the Offer.

The Offer will be carried out in accordance with the normal procedure as provided in Articles 232-1 et seq. of the AMF General Regulations.

In addition, the Offer will be structured in a manner that complies with Regulation 14E of the U.S. Securities Exchange Act of 1934, as amended, so that holders of ADSs may participate to the Offer.

In the event the Shares that are not tendered to the Offer do not represent more than 5% of Genesys' share capital and voting rights, the Offeror indicated its intention to request the implementation by the AMF of a squeeze-out of the remaining Shares within three months from the closing of the Offer in accordanсе with Articles 237-14 et seq. of the AMF General Regulations.

In addition, the Offeror has reserved its right, in the event that a squeeze-out is not permitted following the Offer, to request that NYSE Eurоnext Paris delist the Shares from the Eurolist of NYSE. NYSE Euronext Paris may only accept this request if the liquidity of the Shares is substantially limited following the Offer, so that the delisting would be in the interest of the market.

Furthermore, subject to completion of the Offer, the Offeror intends to cause the Company to terminate its deposit agreement relating to the ADSs. The termination of the deposit agreement will require at least 30 days' notice from the Company.

2. Reasoned opinion of the Board of Directors

Genesys' Board of Directors convened on March 3, 2008 in order to examine, in particular, the proposed Offer and to issue a reasoned opinion on the interest it represents and the consequences for the Company, its shareholders and its employees, pursuant to Article 231-19 of the AMF General Regulations. All of the Directors attended the Board meeting. The Board of Directors unanimously adopted the following resolutions:

1. Examination of the terms and conditions of the Offer and of the Report

- Examination of the terms and conditions of the Offer :

It is recalled to the Board of Directors that during its meeting of February 18, 2008, the quality of the offer formulated by West was discussed, in terms of price as well as in terms of its potential speed and of its certainty of performance. After a close examination, the Board of Directors considered that the Offer constituted the most attractive solution for the Company, its shareholders and employees. In light of these elements, the Board of Directors, during its meeting of February 18, 2008, unanimously expressed its support for the Offer and authorized the CEO to execute a memorandum of understanding with West on behalf of Genesys. The memorandum of understanding was executed on February 19, 2008, after a careful review of its provisions by the Board (the " Memorandum of Understanding ").

It is also recalled that the Board of Directors which took place on February 18, 2008 after examination of a draft report prepared by Ricol, Lasteyrie & Associés acting in their capacity as independent expert, appointed for this purpose on December 21, 2007 in accordance with the provisions of Articles 261-1 et seq. of the General Regulations of the AMF, indicated its intention to recommend the offer formulated by West, subject to the absence of any competing offer.

It is indicated that the Board of Directors is meeting today in order to examine the Offer which was filed by West on February 19, 2008 on all of the shares and ORAs of the Company pursuant to the terms of the Memorandum of Understanding, and to issue a reasoned opinion regarding this Offer, in accordance with the provisions of Article 231-19 of the General Regulations of the AMF.

It is recalled that the Offer shall take the form of a tender offer governed by French law concerning all securities issued by Company, i.e., the shares (including the shares represented by American Depositary Shares or " ADSs ") (the " Shares ") and the ORAs held by Geene S.A.S, an indirect subsidiary of the Company (hereinafter collectively referred to as the "Securities"). It is also recalled that Geene S.A.S. indicated to the Offeror by a letter dated February 19, 2008 its intention not to tender its ORAs to the Offer.

According to the terms of the Offer, West commits to offer to the Securities holders:

- EUR 2.50 per share;

- EUR 4.03 per ORA.

The Directors examine West's draft tender offer prospectus filed with the AMF on February 19, 2008, as well as the draft information document in response of the Company which will be filed with the AMF in the context of the Offer, these documents having been submitted to the Board of Directors within a timeframe allowing for a complete and adequate review.

The Board of Directors closely examines the valuation methods used by West and its financial adviser Lehman Brothers Inc. in connection with the valuation of the Securities.

It is recalled that the Offer is subject to the condition that more than 66.66% of the share capital and voting rights of the Company, determined on a fully diluted basis, are tendered to the offer.

It is recalled that the Offer is also subject to the condition that the transaction be approved without requiring an in-depth examination (called "Stage 2") by the competition authorities in Germany, the United Kingdom and the United States. All filings necessary in order to obtain these authorizations have been made and the decisions of the authorities are expected on March 6 for the United States, on March 19 for Germany and during the second half of April for the United Kingdom. To date, according to information collected from West's counsel, additional information requests have been received from each of the concerned authorities. The questions relating to Genesys' activities mainly concern the contact details of Genesys' main customers (that some of the competition authorities wish to contact in order to obtain their opinion on the operation), the history of Genesys' market shares over the last three years, a description of Genesys' price and discounts policy, the communication of business and marketing plans used by Genesys during 2007, the market share of Genesys over the whole of the communication industry on the European level or Genesys' turnover on certain segments in Europe and worldwide. According to the indications given by West's counsel, these questions do not suspend the time limits before which the authorities must take a decision but need to be answered quickly. The necessary information will be provided to West's counsel as confidential information in order to be transmitted to the relevant competition authority, but will not be communicated to West.

The Board of Directors observes that West indicated that it intends, in the event it acquires at least 95% of the share capital and voting rights of the Company, to request the AMF to implement a squeeze-out under the conditions provided for by Articles 237-14 et seq. of the General Regulations of the AMF.

The Board of Directors observes that West's main goal would be to combine Genesys and its subsidiary InterCall. West will maintain the position of Genesys and its strategy as a leading teleconferencing services provider, in particular as regards integrated purchases, value-added multimedia services and multinational accounts. West will provide these audio, video and web conferencing services through the existing InterCall sales structures, as well as through those of Genesys. As most of the services and solutions offered by Genesys are substantially similar to those that InterCall already provides to its customers, West has indicated that it does not intend to modify the activities of Genesys or those of InterCall following completion of the Offer, in particular with respect to multimedia services.

The Board of Directors observes that West intends to modify, in the event of a successful Offer, the composition of the Board of Directors in order to reflect the new shareholding base of the Company and to appoint a new CEO of the Company to replace the current CEO. The latter informed West that he would remain at its disposal if needed in order to facilitate the transition following the Offer. During the period of time where he will remain with the Company to manage certain transitional issues after the appointment of the new Chairman and CEO, Mr. François Legros will be employed by the Genesys group on a salaried basis.

The Board of Directors also notes that after the closing of the Offer, and based on its results, West has expressed the intention to examine the different legal and financial structures that may be contemplated in order to facilitate the operational integration of the companies of both groups. In particular, the Offeror has undertaken to analyze the legal, tax and financial terms of a combination of the respective activities of both groups in the United States, for example through the transfer by the Company of its American subsidiaries to West or to one of West's subsidiaries. West has indicated that such reorganization would be conducted in compliance with applicable laws and regulations, and in order to ensure the development and profitability of the Company. West has also indicated that it does not intend to merge Genesys with InterCall nor with any of its subsidiaries.

In addition, the Board of Directors observes that West has indicated that in the future, the dividend distribution policy of Genesys will be determined taking into account its distribution capacity and its financing needs for the conduct of its activities.

Finally, the Board of Directors emphasizes the fact that, pursuant to the terms of the Memorandum of Understanding and given the change of control clause provided by the facility agreement dated January 27, 2006 entered into by the Company and certain lenders, West will procure that debt outstanding under the facility agreement will, on the settlement date (i) either remain in place with the approval of the lenders granting a waiver of the change of control provision contained in the facility agreement or (ii) be refinanced.

Pursuant to Article L. 432-1 al. 4 of the French Labour Code, Genesys' Workers' Committee was informed on February 19, 2008, immediately after the filing of the Offer by West. On February 27, 2008, a second meeting of the Workers' Committee took place in the presence of West's representatives. During this meeting, West's representatives answered the questions of the Workers' Committee, which related to, in particular, the presentation of the West group (history, activity segments and geographical implantation, current structures, turnover), the reasons of the proposed combination (in particular, the technological and strategic aspects) and West's projects for Genesys in France.

During the second meeting of the Workers' Committee, West repeated and detailed several points already covered in its draft tender offer prospectus filed with the AMF on February 19, 2008. In particular, West indicated:

- that Genesys has an attractive customer portfolio that is complementary with that of InterCall and that the acquisition of Genesys is likely to provide InterCall with valuable employees;

- that the acquisition of Genesys would significantly bolster InterCall's presence in Europe and would further strengthen its presence in the Asia Pacific region (InterCall is organized by region in a structure similar to Genesys);

- that this combination should not impact on relationships between Genesys' customers, including arrangements to do business, and that the excellent level of service that Genesys customers have come to expect will continue;

- that InterCall intends to keep Genesys' positioning and strategic focus as a leading conferencing services provider with particular emphasis on integrated purchases, value-added mutlimedia services and multinational accounts;

- that in the event of a successful offer, Genesys employees will officially become members of the broader InterCall group while keeping their status and social benefits and that InterCall does not envision any change to current compensation or benefits plans;

- that the InterCall culture is very similar to the Genesys culture.

The representatives of the Workers' Committee may now speak. The Workers' Committee acknowledges these answers and thanks West for answering the questions of the Workers' Committee. Many questions have been asked by the Committee, mainly in relation to InterCall's strategy with Genesys. West does not seem to be yet in a position to detail the synergies. In this context, the Workers' Committee will not give any recommendation on the friendly or hostile nature of the Offer.

- Examination of the Report of Ricol, Lasteyrie & Associés

The CEO then calls the attention of the Board of Directors to the terms and conditions of the certification of the fairness of the offered price delivered by Ricol, Lasteyrie & Associés in its Report relating to the Offer, which was presented to the Board of Directors within a timeframe allowing for a complete and adequate examination. The Chairman invites the independent expert to speak and to present its conclusions, which the independent expert does over the telephone.

The conclusions of the independent expert's report are the following:

"Our report was prepared in response to the risk of potential conflicts of interest for the Genesys Board of Directors, since compensation items benefiting Company managers could be seen as affecting the impartiality of the Company Board of Directors' recommendation. We were not asked to offer an opinion on the indemnification of shareholders in the event of a possible compulsory buy-out.

Having completed our work, we offer the following observations:

- the offer price represents a significant premium (around 54,3%) relative to the average stock price over one month and a 50% premium relative to the spot price as of February 18, 2008, last market day before the announcement of the offer. Given the stock's free float and liquidity, the relevance of the stock price cannot be ignored. The proposed acquisition offers Genesys shareholders immediate liquidity at a price that is well above those observed during the past year;

- the transaction has the potential to generate the significant synergies described in paragraph 1.2.2 (f) of the Acquirer's Information Memorandum;

- the average median value derived from a discounted cash flow (DCF) analysis based on the 2008 budget presented to the Company's Board of Directors, which we extrapolated over four years by taking into account historical results, sector research notes, indications provided by management and our communications with management is very close to the offer price;

- the offer price represents a discount to valuations obtained through market comparables, although the relevance of these comparisons should not be overstated, since the listed companies in the sector are only marginally comparable and the environment that existed during earlier acquisitions has changed. These methods were used only for secondary reference purposes:

● the comparable transactions method presents a discount of between 17% and 18%

● the comparable listed companies method presents a discount of between 3% and 9%

In that environment, we believe that the price of EUR 2.50 per share that the Acquiring company West International Holdings Limited is prepared to pay is fair from a financial standpoint, in the context of a voluntary offer for Genesys shareholders."

The Board acknowledges this conclusion and the independent expert's opinion as to the fairness, from a financial standpoint, of the price of the Offer.

Finally, the Board of Directors notes that Geene S.A.S., an indirect subsidiary of the Company that holds all of the ORAs, indicated to West in a letter dated February 19, 2008 its intention not to tender its ORAs to the Offer. Consequently, no ORAs will be tendered to the Offer, and there is therefore no reason for the Board of Directors to express an opinion regarding the Offer in relation to the ORAs.

2. Reasoned opinion of the Board of Directors concerning the Offer and recommendation to the Company shareholders

The Chairman reminds the Board of Directors that it must render a reasoned opinion concerning the proposed Offer.

The Chairman of the Strategy Committee presents to the Board of Directors the deliberations of the Strategy Committee that took place prior to the Board of Directors meeting. After presenting its reasons, it indicates to the Board of Directors that the Strategy Committee recommended that the Board of Directors issue a favorable reasoned opinion and recommend that the Company shareholders tender their shares to the Offer.

The Board of Directors notes the consolidation trend observed within the market in which the Company has been acting for the past few years, the history and perspectives of the Company, the uncertainties of a strategy pursuant to which the Company would remain independent as well as the intentions and commitments of West, including West's commitment not to terminate the employment contracts of the employees of the Company and of the French subsidiaries within six months following the acquisition of a majority interest by West in the Company, and of the employees of any other Company subsidiary within six weeks following the acquisition by West of a majority interest in the Company.

The Board of Directors also notes the terms of the Memorandum of Understanding according to which West emphasized that Genesys is a French company with significant activities and personnel in France and worldwide. West considered that the spirit of excellence and work ethics of the Company, which belong to the core values of Genesys and its employees, as well as the unique technology the Company uses, its good relationships with its customers and its employees and the superior quality of its research and development platform, played a key role in the development and growth of the Company. As of the date of the draft tender offer prospectus, West has indicated that it has not had access to sufficient information to enable it to articulate with sufficient details its plans with respect to Genesys' workforce and the extent of reorganization of the Genesys group's workforce that will be commanded by its combination with the West group. After completion of the transaction, West will carry out a detailed review of the Company's organization and its combination with the West group. To this end, an ad hoc integration committee will be set up following completion of the Offer. This ad hoc integration committee will be in charge of making recommendations to the West group for (i) the review of the various options available to integrate the Company's with West group's businesses while preserving the Company's assets and know-how and (ii) the determination of the means and options to achieve such integration. According to the Memorandum of Understanding, should it appear, following this procedure, that it is necessary to implement a restructuring plan, in particular, for example, because of jobs that could be considered by nature redundant or identical, or in order to rationalize certain positions, West confirmed that any employment restructuring will be carried out in compliance with applicable laws. In particular, as regards France, should such a restructuring have an impact on the jobs in France, West indicated that it will be conducted in strict compliance with applicable laws; in particular, the Company's Workers' Committee will be duly informed of and consulted on any reorganization in compliance with law.

Given the above, the Board of Directors concludes that the Offer is in the interest of the Company, its employees and its shareholders.

To the Company's knowledge, no third party expressed the intention to file a competing offer.

Consequently and in light of the above, the Board of Directors decides, unanimously, to issue a favorable opinion concerning the Offer and to recommend that the Company shareholders tender their Shares to the Offer."

"In accordance with the terms of the Memorandum of Understanding, at West's request, the treasury shares and the self-controlled shares will be tendered to the Offer, except, in relation to self- controlled shares, the shares the Company needs to keep in order to permit the good maintenance of its liquidity agreement. However, should a competing offer be filed, the Board of Directors could decide to recommend to the Company and to the concerned subsidiaries not to tender the treasury shares and the self- controlled shares to the Offer."

3. Report of the Independent Expert

Ricol, Lasteyrie & Associés was appointed as independent expert on December 21, 2007 upon authorization of Genesys' Strategy Committee of December 17, 2007 to assess the fairness of the financial terms offered to Genesys shareholders. This appointment was made in accordance with article 261-1 I of the General Regulation of the AMF, since certain compensation items for the Company's managers could raise potential conflicts of interest with respect to an objective recommendation by the Board of Directors. Ricol, Lasteyrie & Associés was not asked to offer an opinion on the equitable nature of any indemnification of shareholders in a squeeze out.

Ricol, Lasteyrie & Associés rendered its report on February 28, 2008 in which it concludes that, on the basis and subject to the elements mentioned in the report, it believes that the price of EUR 2.50 per share that the acquiring company West International Holdings Limited is prepared to pay is fair from a financial standpoint, in the context of a voluntary offer for Genesys shareholders.

4. Availability of the documents relating to the proposed offer

The draft information response document is available on Genesys' website (www.genesys.com) as well as that of the AMF (www.amf- france.org). Copies of the draft information response document may also be obtained free of charge upon request to Genesys, Le Triade, 215 rue Samuel Morse, 34000 Montpellier.

The information relating to legal, financial and accounting characteristics of Genesys shall be filed with the AMF and made available to the public, at the latest, the day preceding the opening of the offer. An opinion will be published, at the latest, the day preceding the offer, in a financial journal with national circulation in order to inform the public of the means by which this information will be made available.

About Genesys

Founded in 1986, Genesys is a leading provider of converged collaboration and communication services to thousands of organizations worldwide, including more than 250 of the Fortune Global 500. The company's flagship product, Genesys Meeting Center, provides an integrated multimedia conferencing solution that is easy to use and available on demand. With offices in more than 20 countries across North America, Europe and Asia Pacific, Genesys offers an unmatched global presence and strong local support. Genesys is publicly traded on the Euronext Eurolist C in France (FR0004270270). Additional information is available at www.genesys.com

Person in charge of the relations with investors

Andrew G. Lazarus

Executive Vice President, Chief Financial Officer

Phone: +1 703-749-2500

andrew.lazarus@genesys.com

Investor Relations

Phone: + 33 4 99 13 25 87

relations.investisseurs@genesys.com

Forward Looking Statements/Disclaimer

This press release contains forward looking statements about West Corporation, 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,""estimat es,""predicts,""intends,""continue" or similar terminology. These statements reflect West Corporation's and Genesys's 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 parties' ability to close the transaction, 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 and other risk factors described in documents filed by West Corporation with the U.S. Securities and Exchange Commission including West Corporation's annual report on Form 10-K for the year ended December 31, 2006 and quarterly report on Form 10-Q for the quarter ended September 30, 2007. These forward-looking statements speak only as of the date on which the statements were made. West Corporation 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.

Additional Information

The tender offer for the outstanding ordinary shares of Genesys has not yet commenced. This press release is for informational purposes only and is not an offer to buy or a solicitation to sell any Genesys securities in any jurisdiction (including the U.S. and France). The solicitation and the offer to buy ordinary shares of Genesys (including shares represented by ADSs), will be made pursuant to a Tender Offer Prospectus (Note d'Information) and other related materials, at the time of the launch of the offer pursuant to French laws and regulations. Genesys stockholders and other investors should read the Note d'Information filed by West International Holdings Limited with the AMF, and the Response Document (Note en Réponse) of Genesys to be filed with the AMF, carefully as these documents will contain important information, including the terms and conditions of the tender offer. Genesys stockholders and other investors may obtain copies of the tender offer materials filed with the AMF from the AMF's website, www.amf- france.org, without charge. Tender offer materials filed by West International Holdings Limited, including an English translation of these materials, may be obtained for free at West Corporation's web site, www.west.com. Tender offer materials filed by Genesys, including an English translation of these materials, may be obtained for free at Genesys' web site, www.genesys.com. In addition, holders of Genesys ADSs should read the prospectus supplement for ADS holders that, upon commencement of the tender offer, will be made available to them by The Bank of New York and will contain important information on how to tender their ADSs in the tender offer. Stockholders and other investors are urged to read carefully all tender offer materials 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.

[1] Including the 228,573 shares that may be issued upon the redemption of ORAs.

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