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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
Communications 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 COMPLETES WORLDXCHANGE TRANSACTION
Atlanta, Georgia - December 19, 2000 - WORLD ACCESS, INC. (NASDAQ: WAXS)
announced today that it has completed its acquisition of Communication
TeleSystems International d/b/a WorldxChange Communications ("WorldxChange").
WorldxChange adds a substantial base of retail revenue in key European markets,
including Germany, United Kingdom, Netherlands and Belgium. Most importantly,
WorldxChange contributes back office, billing and customer support systems
capable of handling all the needs of World Access' expanding European retail
business. The integration of WorldxChange has been underway since early summer
and is expected to be completed in the first quarter.
John D. Phillips, Chairman and Chief Executive Officer of World Access, said,
"We are very pleased to have finally closed this transaction, which we regard as
critically important to our plans to be a leader in enhanced retail
telecommunications services throughout Europe. With integration underway, we can
look forward to numerous benefits and synergies in the first quarter of 2000. We
are already enjoying the advantages of WorldxChange's superior systems, which we
have successfully rolled out for our carrier business and most of our European
retail businesses."
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
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
www.waxs.com.
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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 Reports on Form 10-Q for
the quarters ended March 31, 2000 and June 30, 2000, as amended, and the
Company's Registration Statements on Forms S-3 (No. 333-79097) and S-4 (No.
333-37750 and 333-44864), all of which are incorporated by reference into this
press release.
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 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 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 Web
site, www.sec.gov <http://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, GA,
30326, or by telephone request to 404-231-2025. Documents filed by STAR can be
obtained by writing to Investor Relations, STAR Telecommunications, Santa
Barbara, CA, 93101, or by telephone request at 805-899-1962.
The participants, as defined in Instruction 3 to Item 4 of Schedule 14(A) 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, Brian 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.
World Access Contact: Michele Wolf
(404-231-2025) V.P. of Investor Relations
http://www.waxs.com
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