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[WORLD ACCESS LOGO]
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.
Form S-4 Registration Statement File No. 333-37750
TelDaFax AG
Form S-4 Registration Statement File No. 333-44864
WORLD ACCESS TERMINATES STAR TRANSACTION
Atlanta, Georgia - January 9, 2001 - WORLD ACCESS, INC. (NASDAQ: WAXS)
announced today that it has terminated its agreement to acquire STAR
Telecommunications (NASDAQ: STRX). All of the closing conditions set forth in
the definitive agreement have not been satisfied, including STAR's obligation to
sell its PT-1 subsidiary for minimum net cash proceeds of $120 million.
John D. Phillips, Chairman and Chief Executive Officer of World Access,
said, "We regret that we cannot complete our transaction with STAR Telecom.
Unfortunately, the financial liabilities of STAR are such that we do not feel we
can close the transaction without the $120 million net cash infusion anticipated
from the sale of PT-1 as agreed on June 6, 2000. Strategically, we expect that
our acquisition of TelDaFax will bring us sufficient network and operating
assets in Germany to position the combined company as a telecommunications
leader in that market once the transaction is complete. We have extended our
tender offer for TelDaFax to February 2, 2001, to make up for holiday delays and
give TelDaFax shareholders a fair opportunity to respond to our tender.
Meanwhile, we are making every effort to prepare for the combination and
integration of our companies."
On September 19, 2000, World Access announced certain financial
projections for 2001 and future periods, which were based on a business model
that assumed that the STAR merger would be completed as of January 1, 2001. With
the termination of the STAR merger agreement, the projections are no longer an
indication of World Access' anticipated financial performance. The Company is
currently reviewing its business plan, taking into consideration these recent
developments.
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, NETnet, with retail sales operations in 9
European countries, and WorldxChange, with over 750,000 retail accounts in the
US and Europe. World Access, branding as NETnet, offers services throughout
Europe, including long distance, internet access and mobile services. The
Company 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
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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, THE COMPANY'S QUARTERLY REPORT ON
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2000, 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 PROXY
STATEMENT/PROSPECTUS AND 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, 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
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
