West Corporation Completes Genesys Acquisition and Updates 2008 Guidance
Market Wire, May, 2008
West Corporation, a leading provider of outsourced communication solutions, today announced it has completed the acquisition of Genesys SA ("Genesys"), a leading global multimedia collaboration service provider. The tender offer for Genesys shares was first announced on February 19, 2008 at a price of EUR 2.50 (approximately U.S. $3.88) per share of common stock of Genesys. As previously announced, 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.
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, West International Holdings Limited ("WIH"), the Company's wholly-owned subsidiary, has commenced a subsequent offering period that began on Monday, May 19, 2008 and will expire on Friday, June 6, 2008. 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. 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 French Autorité des marchés financiers ("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 2.50. Through May 21, 2008, WIH has purchased 884,502 shares through open market purchases. 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 .
Squeeze Out
In accordance with the regulations of the AMF, in the event that WIH acquires 95% or more of the outstanding shares of the total share capital and voting rights of Genesys, WIH intends, promptly following completion of the subsequent offering period, to request from the AMF the implementation of a mandatory acquisition ("squeeze-out") of the remaining shares (including the shares represented by ADSs) not held by it.
Financing
Total acquisition costs, including transaction expenses, is approximately $345 million. To finance this transaction, West expects to use cash of approximately $80 million and to borrow approximately $265 million.
The currencies used to fund the acquisition are outlined in the following table:
In Millions Funded In:
------------ --------------------------------------
Total USD USD Euros Sterling
------------ ------------ ------------ ------------
Cash $ 80 $ 40 EUR 25.8 ---
------------ ------------ ------------ ------------
Debt $ 265 $ 190 EUR 24.2 GBP 19.0
------------ ------------ ------------ ------------
Total $ 345 $ 230 EUR 50.0 GBP 19.0
------------ ------------ ------------ ------------
Exchange Rate 1.55 1.97
------------ ------------ ------------ ------------
The effective interest rate on the US dollar-based debt is 8.3% and the foreign-based debt is 8.2%. The terms of both financing instruments can be found in the Company's most recent Form 10-Q.
Updated 2008 Guidance
As a result of the closing of the Genesys acquisition, the Company now anticipates the following results for the year ended December 31, 2008. This guidance assumes no additional acquisitions or changes in the current operating environment.
Genesys
Original 2008 Genesys 2008 Guidance Updated 2008
In Millions Guidance(1) Guidance(2) Prorated(3) Guidance
--------------- --------------- --------------- ---------------
Revenue $2,190 - $2,225 $232.5 - $238.7 $ 138 - $ 145 $2,328 - $2,370
--------------- --------------- --------------- ---------------
Adjusted
EBITDA $ 580 - $ 605 $ 46.5 - $ 49.6 $ 28 - $ 30 $ 608 - $ 635
--------------- --------------- --------------- ---------------
Cash Flow
from
Operations $ 215 - $ 240 NA NA $ 235 - $ 265
--------------- --------------- --------------- ---------------
Capital
Expenditu-
res $ 100 - $ 115 NA NA $ 105 - $ 123
--------------- --------------- --------------- ---------------
(1) As issued by the Company on April 16, 2008
(2) As issued by Genesys on April 15, 2008. Based on a EUR/USD exchange
rate of $1.55.
(3) Prorated for the balance of 2008. Based on a EUR/USD exchange rate of
$1.55.
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