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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
Merger of World Access and STAR Telecom to be Repriced; Definitive Merger
Agreement Expected Next Week.
ATLANTA, and SANTA BARBARA, Calif., Feb. 2 /PRNewswire/-- World Access,
Inc. (Nasdaq: WAXS) and STAR Telecommunications, Inc., (Nasdaq: STRX) announced
today that World Access has completed its due diligence of STAR's operations.
After further review, both companies believe that significant capital will be
required in the near term in order to deploy an expanded salesforce and invest
in leading edge technologies in the European marketplace. To reflect this
necessary investment, STAR has agreed to accept a reduced price for the merger.
Under the new terms, World Access has agreed to pay between $7.50 and
$8.00 per share of STAR stock. The final terms of the merger are subject to
further review and approval by both Boards of Directors. Under the revised
terms, World Access has agreed, in connection with entering into a definitive
agreement, to provide significant interim financing to STAR to fund various
obligations in Germany. The companies anticipate entering into a definitive
merger agreement next week.
"The global telecommunications marketplace is quickly consolidating into
a competitive force of giants," commented Chris Edgecomb, Chairman and CEO of
STAR. "With combined annual revenues in excess of $2 billion, greater access to
capital markets and enhanced management, we believe our merger with World
Access offers STAR shareholders the best opportunity for future share price
appreciation as it repositions the combined company as a stronger competitor in
the telecom world."
After the merger, the combined company plans to focus its efforts on
the emerging European telecommunications marketplace, while continuing to be a
strategic telecom solutions provider in the U.S. and other markets. With this
focus on Europe, some existing STAR consumer services businesses may be
considered non-core and may be spun-off or sold for the potential benefit of
STAR shareholders.
About STAR Telecommunications
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's 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
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agreements or the inability to enter into additional service agreements; and
other risks described in the World Access and Star SEC filings, including the
companies' Annual Reports on Form 10-K for the year ended December 31, 1998,
the companies' Quarterly Reports on Form 10-Q for the three months ended
March 31, 1999, June 30, 1999 and September 30, 1999 and the World Access
Registration Statement on Form S-3 (No. 333-43497), as such filings have been
amended, all of which are incorporated by reference in this press release.
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 to
(805) 899-1962.
