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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 Companies: STAR Telecommunications, Inc. and
Communication TeleSystems International
d/b/a WorldxChange Communications
Form S-4 Registration Statement File No. 333-37750
TelDaFax AG
Form S-4 Registration Statement File No. 333-44864
WORLD ACCESS PROJECTS REVENUE TO REACH $2.6 BILLION IN 2001
New Consolidated Business Plan Provides Financial Guidance
Company Expects Retail Revenue to Account for 57% of Total Revenue by Q4 2001
World Access' Plan to Lead the Consolidation in Europe is Fully Funded
ATLANTA, Sept. 19 / PRNewswire/ -- World Access, Inc. (Nasdaq: WAXS)
announced today that, based on a recently developed business model, it expects
its revenue to reach $2.6 billion in 2001, pro forma for all outstanding
acquisitions and assumed future acquisitions. The Company expects retail
revenues to account for 48% of 2001 revenues, with approximately 57% of fourth
quarter 2001 revenues expected to come from retail customers. Revenue is
expected to grow to nearly $6.5 billion in 2004, with more than 75% of revenue
anticipated to be generated from retail sales. The Company expects EBITDA to
grow to 7.4% of revenue by the fourth quarter of 2001, and to increase to over
17% of revenue in 2004.
The new business model includes the results of WorldxChange
Communications, which has been largely integrated and will be consolidated for
two months of the third quarter and all of the fourth quarter. The model also
includes two other pending acquisitions, STAR Telecommunications, Inc. and
TelDaFax AG, beginning in the first quarter of 2001. These transactions are
expected to close sometime in the fourth quarter of 2000, but because the
review process has been unpredictable and the exact timing of closure is
unknown, they have not been included in the fourth quarter forecast.
The Company is forecasting revenue for the third quarter of 2000 of
approximately $320 million, with approximately $68 million, or 21%, from retail
activities. Third quarter revenue from carrier customers will be down
approximately 25% from the second quarter, pro forma for the addition of
WorldxChange. This reduction is a result of the Company's strengthened credit
policy that was implemented in July, in response to tighter capital market
conditions affecting undercapitalized carrier customers. EBITDA is forecasted
to be approximately ($10.0) million in the third quarter, due to the inclusion
of WorldxChange, which has significant negative EBITDA. The Company expects to
take up to two quarters to realize the full synergies from the acquisition of
WorldxChange.
Revenue for the fourth quarter of 2000 is expected to be approximately
$340 million, with nearly $100 million, or 30%, expected to come from retail
customers. The Company is expecting EBITDA in the fourth quarter to be
approximately $2 million, reflecting some of the synergies generated from the
WorldxChange acquisition. As the STAR and TelDaFax acquisitions are assumed to
occur on January 1, 2001 for purposes of the business model, first quarter 2001
revenues are forecast to increase to approximately $480 million, with EBITDA
turning negative as a result of the inclusion of STAR and TelDaFax, both of
which are generating negative EBITDA. Once the integrations are complete and
synergies fully realized, the Company expects to be significantly EBITDA
positive in the second half of 2001, with EBITDA reaching an estimated 7.4% of
revenues in the fourth quarter.
The Company expects to record a restructuring charge in the third
quarter of 2000 of between $30 million and $50 million, related to the
integration of WorldxChange. This charge reflects one-time costs associated
with the consolidation of facilities, severance, integration of network
operations, and elimination of duplicate activities. SG&A in the quarter is
also expected to include a one-time charge of nearly $35 million in order to
accrue for costs associated with migration of billing systems and re-branding
of all retail
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activities using the NETnet brand, and to increase reserves for doubtful
accounts. These expenses are not expected to recur.
John D. Phillips, Chairman and Chief Executive Officer, commented, "The
dramatic changes in capital market conditions in recent months have led to an
acceleration of our shift to a higher mix of retail traffic, and in that regard
we are well ahead of our internal objectives. Our Business Plan model
demonstrates our confidence in our ability to execute our consolidation
strategy, and to aggregate a critical mass of European SME customers and
revenues. In addition, we have progressed a great deal in integrating
WorldxChange and in rolling out the global systems infrastructure that will
allow us to effectively manage all back office functions as we grow retail
revenues. It is in building this SME customer base and sales organization,
utilizing our sophisticated back office systems, that we will continue to create
value.
"While this capital market weakness has restricted access to capital
for most telecom companies, and has served to accelerate our strategic
development, it has also forced us to significantly tighten our credit policies
with other carriers. Since July, we have disconnected service to more than 50
carriers, and significantly restricted volumes to 25 other carriers. We will
only service those carriers that we feel are sufficiently capitalized to meet
their working capital obligations, and we will not find ourselves in the
position of being a de facto lender to weaker carriers."
The Company's business model was compiled on a country-by-country
basis, taking into consideration the level of competitive development in each
country and the likely progression that environment will take over the next
several years. In addition, the Business Plan incorporates future acquisitions
as a consequence of the consolidation strategy. It is assumed that one or more
of the many acquisitions the Company is exploring will be closed during 2001,
contributing significantly in the second half of the year. However, it is not
possible to know for sure what the short-term impact of these acquired
operations will be and how quickly networks and operations can be integrated.
The Company has not attempted, therefore, to predict the integration impact of
future transactions, since it is so specific to each individual acquisition. It
is likely that large transactions could negatively impact performance for one to
two quarters as operations are integrated, as is the case with WorldxChange and
will likely be true of STAR and TelDaFax.
As additional acquisitions are consummated and retail operations
integrated with the European network, organization and systems of World Access,
the Business Plan model projects revenues growing to $4.5 billion in 2002 and
$6.5 billion by 2004, with EBITDA expected to grow to 10% of revenue in 2002 and
more than 17% of revenue by 2004. Diluted shares outstanding are currently 111
million. Pro forma for the WorldxChange transaction, diluted shares are expected
to be 136 million. Diluted shares will likely be roughly 210 million pro forma
for the STAR and TelDaFax transactions.
John D. Phillip further remarked, "We continue to view our strong
financial position as a key competitive advantage. We believe that the
under-capitalized nature of so many of our competitors is limiting their ability
to participate in consolidation of the market, while our strong financial
position enables us to take full advantage of the current situation. We continue
to show one of the strongest balance sheets in the sector, with current leverage
of 27% debt-to-total-capital. Our business model indicates that our strategy is
fully-funded, and we are estimating total cash of approximately $250 million and
leverage of 10% debt-to-total-capital at year-end 2001."
About World Access
World Access is focused on being a leading provider of bundled voice,
data and Internet services to small- to medium-sized business customers located
throughout Europe. In order to accelerate its progress toward a leadership
position in Europe, World Access is acting as a consolidator for the highly
fragmented retail telecom services market, with the objective of amassing a
substantial and fully integrated business customer base. To date, the Company
has acquired several strategic assets, including FaciliCom International, which
operates a Pan-European long distance network and carries traffic for
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approximately 200 carrier customers, and NETnet, with retail sales operations in
9 European countries. NETnet's services include long distance, internet access
and mobile services. 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
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
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, as amended, the Company's Quarterly Report
on Form 10Q for the quarter ended June 30, 2000, as amended, and the Company's
Registration Statements on Forms S-3 (No. 333-79097) and S-4 (No. 333-37750),
all of which are incorporated by reference into this press release.
CONTACT: Investor Relations, World Access, 404-231-2025
World Access and STAR have filed a joint proxy statement/prospectus and
other relevant documents concerning the STAR merger and the WorldxChange merger
with the United States Securities and Exchange Commission (the "SEC").
Additionally, World Access has filed a proxy statement/prospectus and other
relevant documents concerning the TelDaFax transactions with the SEC. WE URGE
INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS, THE 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 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.
