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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.
Commission File No. 0-22581
World Access and STAR Telecom Reach Definitive Merger Agreement
STAR Telecom's Network Infrastructure and European Operations Enhance
Global Strategy
Combined Company Positioned to be a Leading Provider of Bundled Voice,
Data and Internet Services in Europe
ATLANTA and SANTA BARBARA, Calif., Feb. 14 /PRNewswire/ -- World Access,
Inc. (Nasdaq: WAXS) and STAR Telecommunications, Inc., (Nasdaq: STRX) announced
today that they have entered into a definitive agreement to merge STAR with and
into World Access. Under the terms of the agreement, each share of STAR common
stock would be converted into .3905 shares of World Access common stock. World
Access may, at its election, pay up to 40% of the merger consideration in cash.
Additionally, STAR will be entitled to elect one new director to the World
Access Board of Directors. The transaction is expected to close by the end of
the second quarter of 2000.
The merger is subject to, among other things, certain regulatory
approvals, the approval of the shareholders of World Access and STAR, and the
divestiture by STAR of certain business segments for specified minimum net cash
proceeds. Any net proceeds in excess of the specified minimum proceeds would
serve to directly increase the merger consideration. The merger is intended to
qualify as a tax-free reorganization, and will be accounted for as a purchase
transaction. World Access has agreed to provide bridge financing to STAR in an
amount up to $35 million.
John D. Phillips, Chairman and Chief Executive Officer of World Access,
said, "Our merger with STAR further strengthens our position in the European
long distance market. Our pan-European network will be greatly enhanced with
STAR's network assets and licenses in Germany, the largest market in Europe. In
addition to 24 international gateway switches and ownership on 17 transoceanic
cable systems, STAR also has interconnections between 23 German cities.
"This will further accelerate our plan to be a leading provider of
bundled voice, data and Internet services to retail customers throughout
Europe," Mr. Phillips continued. "In addition, STAR's strong wholesale business
provides us with further scale and network economies as we expand our retail
presence. We believe that the combined traffic tonnage of STAR and World Access
will continue to improve termination costs throughout the world."
Chris Edgecomb, Chairman and Chief Executive Officer of STAR Telecom
commented, "The merger of World Access and STAR will create a formidable force
in the competitive long distance market. The combined global network assets,
traffic volumes and retail service offerings will create tremendous operating
leverage for the new company. We hope to recognize tremendous synergies from
this merger, in the short term and long term, for our customers, employees and
shareholders."
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 14 Western European countries and
maintain ownership positions in 26 international fiber optic cable networks.
World Access is sponsoring a conference call at 4:30 E.S.T. on Wednesday,
February 23, 2000 in connection with the release of the Company's year-end 1999
financial results. The STAR merger will be discussed in detail during this call.
Donaldson,Lufkin & Jenrette is serving as advisor to World Access with
respect to the transaction. Deutsche Banc is serving as advisor to STAR Telecom.
About STAR Telecom
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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 http://www.startel.com.
About World Access
World Access is focused on being a leading provider of bundled voice,
data and Internet services to key regions of the world. The company
competitively provides end-to end communications services through its redundant
digital network which is capable of supporting voice and data services,
including frame relay, Internet Protocol (IP), asynchronous transfer mode (ATM)
and multimedia applications. Located strategically throughout the US and 13
European countries, World Access' network backbone consists of gateway and
tandem switches, linked by an extensive fiber network encompassing tens of
millions of circuit miles. For additional information regarding World Access,
please refer to the Company's website at http://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
that 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 product
developments or introductions; 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, 1998,
the Company's Quarterly Report on Form 10-Q for the three months ended
March 31, 1999 and the Company's Registration Statement on Form S-3
(No. 333-43497), all of which are incorporated by reference into this press
release.
CONTACT: Investor Relations, World Access, 404-231-2025
World Access and STAR will be filing 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 TO
BE 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
LaGuerra 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.
