On December 22, 2000, Genesys SA (Genesys), a French public company listed on the Paris bourse, entered into an agreement with Toronto-based Astound Incorporated (Astound), a leading provider of solutions for real-time web conferencing, collaboration and streaming media broadcasts, pursuant to which Genesys will acquire Astound by way of Plan of Agreement. The purchase price consists of Astound Exchangeable Shares exchangeable into 1,000,000 Genesys shares and US$7 million in cash, payable at closing, subject to a “collar” and to certain adjustments for expenses and warrants and options proceeds. In addition, Genesys and Astound have agreed that Genesys will endeavour to sell certain non-core Astound assets and share 50 per cent of the net proceeds of such sale with Astound Shareholders.
Representing Genesys as Canadian Counsel was a team from the Montreal office of Stikeman Elliott consisting of John W. Leopold, Edward B. (Ted) Claxton, Steeve Robitaille and Philippe DeMontigny (corporate and securities), Robert Hogan and Michel Ranger (tax). Also assisting was Eugene Derényi (intellectual property) from Stikeman Elliott’s Ottawa office and Karen Jackson and Craig Mitchell (corporate) of Stikemans’ Toronto office. US advice was provided to Genesys by Joel Walker and Len Breslow of Breslow & Walker LLP, assisted by Andrew Bernstein of Cleary Gottlieb Steen & Hamilton, and French legal matters for Genesys were handled by Marie Capela, in-house counsel for Genesys, and Pierre-Yves Chabert of Cleary Gottlieb Steen & Hamilton.
Astound was advised by a team from Blake, Cassels & Graydon LLP consisting of Chris Hewat, John Kolada, Shannon O’Hearn and David Simpson, with Jeffrey Trossman and Bryan Bailey (tax).