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Filed by World Access, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: STAR Telecommunications, Inc.
Form S-4 Registration Statement File No. 333-37750
WORLD ACCESS AND STAR TELECOM AMEND
MERGER AGREEMENT
ATLANTA, GA and SANTA BARBARA, CA- June 7, 2000 - World Access, Inc. (NASDAQ:
WAXS) and STAR Telecommunications, Inc. (NASDAQ: STRX) announced today that they
have amended their merger agreement in order to accommodate STAR's contract for
the sale of its subsidiary, PT-1 Communications, Inc., to Counsel Communications
LLC. Under the merger agreement, the merger is subject to, among other things,
the divestiture by STAR of PT-1 for minimum net cash proceeds of $150 million.
Under the amended agreement, the required minimum net cash proceeds from the
sale of PT-1 to Counsel has been reduced from $150 million to $120 million. It
is anticipated that STAR's agreement for the sale of PT-1 to Counsel, dated June
6, 2000, will generate net cash proceeds in excess of $120 million after taxes
and related transaction costs.
Further, under the amended merger agreement, each STAR shareholder will receive
0.3866 shares of World Access's stock for each share of STAR stock. This
represents a slight reduction from the original exchange ratio of 0.3905. As
with the prior agreement, World Access retains the right to pay up to 40% of the
merger consideration in cash.
John D. Phillips, Chairman and Chief Executive Officer of World Access, said,
"We are pleased to have taken this step toward realizing the completion of our
relationship with STAR. STAR's assets, particularly in Europe continue to be of
strong interest to us and a solid synergistic fit with our strategy to focus on
the European retail market. Additionally, we expect that the cash generated by
the sale of PT-1 will retire substantially all of STAR's remaining debt."
Chris Edgecomb, Chairman and Chief Executive Officer of STAR Telecom commented,
"With our agreement to sell PT-1 to Counsel, we anticipate dramatically
improving our cash position and enhancing the condition of our balance sheet. We
expect to work closely with World Access over the next few months in order to
position the companies for rapid integration once the transaction closes."
The combination of World Access and STAR will create a leading provider of
global telecommunications services. The combined company will operate a
state-of-the art pan-European network in 13 Western European countries and
maintain ownership positions in 26 international fiber optic cable networks.
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ABOUT STAR TELECOM
STAR Telecommunications provides global telecommunications services to
consumers, long distance carriers, multinational corporations and Internet
service providers worldwide. STAR provides international and national long
distance services, international private line, prepaid calling cards,
dial-around services and international toll free services. For more information,
visit our website at www.startel.com.
ABOUT WORLD ACCESS
World Access is focused on being a leading provider of bundled voice, data and
Internet services to retail and carrier customers located throughout Europe.
Located strategically throughout the United States and 13 European countries,
World Access provides end-to-end international communication services over an
advanced asynchronous transfer mode internal network that includes gateway and
tandem switches, an extensive fiber network encompassing tens of millions of
circuit miles and satellite facilities. For additional information regarding
World Access, please refer to the Company's website at www.waxs.com.
THIS PRESS RELEASE MAY CONTAIN FINANCIAL PROJECTIONS OR OTHER
FORWARD-LOOKING STATEMENTS MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF
THE SECURITIES REFORM ACT OF 1995. SUCH STATEMENTS INVOLVE RISKS AND
UNCERTAINTIES WHICH MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY. THESE
RISKS INCLUDE: POTENTIAL INABILITY TO IDENTIFY, COMPLETE AND INTEGRATE
ACQUISITIONS; DIFFICULTIES IN EXPANDING INTO NEW BUSINESS ACTIVITIES; DELAYS
IN NEW SERVICE OFFERINGS; THE POTENTIAL TERMINATION OF CERTAIN SERVICE
AGREEMENTS OR THE INABILITY TO ENTER INTO ADDITIONAL SERVICE AGREEMENTS; AND
OTHER RISKS DESCRIBED IN THE COMPANY'S SEC FILINGS, INCLUDING THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE
COMPANY'S REGISTRATION STATEMENT ON FORM S-3 (NO. 333-79097), BOTH OF WHICH
ARE INCORPORATED BY REFERENCE INTO THIS PRESS RELEASE.
WORLD ACCESS CONTACT: MICHAEL F. MIES
(404-231-2025) SENIOR V.P. OF FINANCE
HTTP://WWW.WAXS.COM
STAR TELECOM CONTACT:
INVESTOR RELATIONS
(800) 899-1962
[email protected]
World Access and STAR have filed a joint proxy statement/prospectus and
other relevant documents concerning the merger with the United States Securities
and Exchange Commission (the "SEC"). WE URGE INVESTORS TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the
documents free of charge at the SEC's website, www.sec.gov. In addition,
documents filed with the SEC by World Access will be available free of charge by
writing to: Investor Relations, World Access, Inc., 945 E. Paces Ferry Road,
Suite 2200, Atlanta, Georgia 30326, or by telephone request to (404) 231-2025.
Documents filed by STAR can be obtained by writing to: Investor Relations, STAR
Telecommunications, Inc., 223 East De LaGucrra Street, Santa Barbara, California
93101, or by telephone request (805) 899-1962.
The participants (as defined in Instruction 3 to Item 4 of Schedule
14A) in the solicitation of proxies from the World Access stockholders for the
approval of the merger include World Access and Walter J. Burmeister, Kirby J.
Campbell, Bryan Cipoletti, Stephen J. Clearman, John P. Imlay, Jr., Massimo
Prelz Oltramonti, John D. Phillips, John P. Rigas, Carl E. Sanders, Dru A.
Sedwick and Lawrence C. Tucker, each a director of World Access. PLEASE SEE
WORLD ACCESS' ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999,
FILED ON MARCH 30, 2000, FOR A DESCRIPTION OF THE WORLD ACCESS SECURITY HOLDINGS
OF EACH OF THE WORLD ACCESS DIRECTORS.
