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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 LOGO]
WORLD ACCESS RECEIVES SEC CLEARANCE FOR STAR,
WORLDXCHANGE AND TELDAFAX PROXY STATEMENTS
Shareholder Meetings Set For December 14
WorldxChange Will Be Treated As A Services Contract
Atlanta, Georgia -- November 15, 2000 -- WORLD ACCESS, INC. (NASDAQ:
WAXS) announced today that the SEC has cleared the Company's proxy statements
regarding the acquisitions of STAR Telecommunications, Inc. (NASDAQ: STRX),
WorldxChange Communications and TelDaFax AG (EASDAQ: TFXG). The World Access
shareholder votes for these three transactions are scheduled for December 14,
2000 at two separate Company meetings to be held in Atlanta, Georgia. Assuming
favorable shareholder votes, World Access expects to close the transactions
shortly thereafter.
John D. Phillips, Chairman and Chief Executive Officer, said, "Now
that we have cleared the SEC process, we are moving quickly toward concluding
these transactions and integrating these businesses. The acquisitions of STAR,
WorldxChange and TelDaFax represent an important step toward our objective of
being a major provider of long distance services to the European SME
marketplace."
Separately, World Access has now determined not to consolidate
WorldxChange's financial results until the acquisition is completed. For the
intervening period, World Access will account for WorldxChange as a services
contract, and World Access' results for the third quarter will be reported on
that basis.
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.
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. 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, Inc., 223 East De La
Guerra Street, 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 transactions 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
