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Filed by ITXC Corp.
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: ITXC Corp.
Commission File No.: 000-26739
PRESENTATION BY ITXC CORP. TO EMPLOYEES
ON JULY 25, 2000
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ITXC Corp. logo and name.
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What ITXC has accomplished
Built the world's largest Internet telephony network
Developed tools for controlling quality of voice calling on the Internet
Developed 3 phone-to-phone Internet telephony products
Sells to most major US-based international carriers, major European competitive
carriers, and many new calling portals
Successful IPO in Sep 99 and completed a secondary in 2000
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ITXC Business
Leading provider of wholesale Internet-based voice services
Initial service: WWeXchange - Wholesale phone-to-phone service
Carriers, long distance resellers, PTTs
Enhancements: SNARCS/CRANS, Borderless800, bDirectService
New ITXC webTALKnow! Service (sm) - wholesale web-based ecalling.
Portals, OEMs Internet Service Providers, Communications Web Sites
Growing interest from competitive carriers.
Currently sells to 13 of the top 14 US-based International Carriers,
most European competitive carriers and major PTTs.
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ITXC Achievements in 2000
. Runrate over 800 M annualized minutes
. Completed secondary raising added $170M
. Annualized revenue of $60 million
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. Operates largest Internet telephony network - 256 pops in 149 cities in 60
countries
. Deployed SS7 in all hubs - London, LA, NY
. Contracts with 13 of top 14 US facilities-based international carriers
. Contracts with 12 international PTTs
. Sales offices in London and Singapore
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ITXC.net - Unmatched Global Reach
[map of ITXC.net]
A Growing Barrier to Entry
256 POPs
138 Affiliates
149 Cities
60 Countries
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ecalling Vision of Future of Telephony
[Graphic showing future of telephony and the text circling the graphic]
e-Mail
Instant Messaging
PC-to-Phone
PDA
Voicemail
Wireless Web
Home Phone
Cellular Phone
Office Phone
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What's an ecall?
An ecall is to a phone call as email is to snail mail
It is to a person, not a device
It will reach you whenever you want to be reached
It becomes a message when you don't want to be reached
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To help bring out technologies to market sooner and with more strength
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For immediate release: July 25, 2000 - Princeton, NJ and Beaverton, OR - ITXC
Corp(R) (NASDAQ: ITXC) and eFusion, Inc. announced today that they have signed a
definitive agreement stating that ITXC will purchase eFusion, Inc. in an all
stock transaction.
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eFusion Applications + ITXC Global Network
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eFusion History
. 3+ Year-old company
. Intel spin-off
. Voice & video background
. Started as a technology provider in Value-added Systems business
. Systems Technology Proven Worldwide
. USWest
. France Telecom
. KPN
. Bell Canada
. Cap Gemini
. Accomplishments:
. Award Winning Applications
. Pioneered Web telephony space
. Intelligent Network expertise
. Broad Patent Portfolio
. $50m+ in financial backing
. Intel, Microsoft
. AT&T Ventures, France Telecom, Telcom Italia, USWest
. Velocity Capital, European Technology Fund, BayStar Capital
. Merrill Lynch
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. What eFusion has accomplished
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. Pioneered Web telephony space
. Created and deployed Push-to-Talk eCommerce and Suite Adeline subscriber
services
. Award Winning Applications
. Talented Development Team
. Valuable Intellectual Property
. Intelligent Network expertise
. Broad patent portfolio
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Progress in Network Reach
. USA: US and selected international PtT customers
. Europe: UK data center completed
. Asia: TriFusion build out in 2H
Satisfactory expansion for now, but as we move forward we have issues to
address:
. Global PtT
. How to move into broadband for ICW
. Edge deployment
. Network development
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eFusion Business Plan:
[graphic of PC-to Phone call]
eFusion is a Network Infrastructure based ASP with Applications that enable the
online world to talk to the off-line world (i.e. bring phone centric ways of
doing business to the Internet world) with a business model that allows for
quick delivery of services to businesses
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eFusion Applications
. eCommerce applications
. Transaction-based revenue model
. Call management/communications applications
. ISP Solutions
. Subscription-based revenue model
. Portal Solutions
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. Advertising-based revenue model
Applications provide glue between clicks and bricks
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eCommerce Challenges
[eCommerce Applications written in a rectangular box]
For Merchants [market issues]
. Only 1.6% of visits to online retailers result in a purchase
. 2/3 of virtual shopping carts are abandoned
For Online Consumers
. Getting help online is difficult, takes time
. Customer service may be nonexistent
Online businesses are looking for market-ready solutions and their customers are
looking for eSatisfactionSM [eSatisfaction on graphic]
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Push to Talk (PtT)(TM)
[eCommerce Applications written in a rectangular box]
In the future, "... there won't be any significant Web site where you won't be
able to push to talk and speak to a customer representative. So if you look at
your bank statement and you don't think it's right, you'll be able to talk to
somebody." (Bill Gates, ETRE Conference, October 12, 1999)
Push to Talk (PtT)(TM)
. Captures customer interest at its peak
. Increases customer loyalty
. Extends and supports brand online
. Increase eCommerce revenue
Develops the most effective delivery channel that bridges the online and offline
communities
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Push to Talk (PtT)(TM) Simplifies Complex Transactions.
[eCommerce Applications written in a rectangular box]
[graphic] Depicting Hilton Web site
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Service Provider Challenges
[Call Management Applications written in a rectangular box]
For ISPs
. Slim margins erode cash flow
. Internet Access in a commodity
For Subscribers
. In most households, consumers can talk or browse - not both
. Being online means missing calls, or being unavailable
Service providers are using value-added services to reduce churn and offer their
customers greater convenience and eSatisfactionSM
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eFusion's ASP Solution Suite AdelineSM
[Call Management Applications written in a rectangular box]
[Graphic of Suite Adeline Figure and Interface]
Multiple call management options
[graphic of ASP Solution Suite Adeline and telephones]
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eFusion Representative Customers
[graphics of logos of representative customers]
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How Might the New Organization Look?
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Proposed Joint Wholesale Service Offerings
eCalling Commerce Services
[superimposed on a graphic of rectangle]
Development
Prod. Marketing
Product Management
Sales
Customer Support
[graphic of a circle]
Corporate Marketing
Biz Dev
QA
Investor Relations
G&A
Network Operations
eCalling Subscriber Services
[superimposed on a graphic of rectangle]
Development
Prod. Marketing
Product Management
Sales
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Questions
. What happens to my job?
. Will either office close
. Will I need to relocate
. What happens to my options?
. What about my benefits?
. When will this be completed?
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Employee Issues
Retention of eFusion employes is our top priority
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560,000 ITXC shares have been allocated for new grants to eFusion employees on
closing to encourage them to stay
What happens to my current ITXC options?
. Nothing
Will there be layoffs?
. We anticipate very few organization overlaps
. Any changes will not occur until several months after closing, possibly in
Oct-Nov.
What if I'm asked to relocate?
. The few employees may asked to relocate and will be given the option to take
severance and early vesting if they decline.
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Employee Issues
Will my salary change?
. No
Will the benefits change?
. No
What if my job is eliminated?
. Possible redeployment to a different position
. Severance
. Early vesting
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Together ITXC and eFusion will be a powerhouose
Together we have the people, network and financial resources to lead the
ecalling future
Together we have a technical headstart on all other industry players
Together we have a financial position that enables a strong roll out of products
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What Happens Next?
Shareholders must accept the offer
SEC must issue approvals
Teams will travel back & forth to get to know each other
ITXC & eFusion will share their industry visions
HR staff to review positions, salaries, etc so that they are ready with specific
offers when the "deal" is finalized
Development and Sales Teams will continue current work until the "deal" is
finalized
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eFusion and ITXC
The fusion of communications in the new converging world.
THESE MATERIALS INCLUDE CERTAIN "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 CONCERNING ITXC'S
BUSINESS, OPERATIONS AND FINANCIAL CONDITION. SUCH STATEMENTS INCLUDE THE
REFERENCES TO ITXC'S GOALS, OBJECTIVES FOR THE PENDING ACQUISITION OF EFUSION,
ANTICIPATED SYNERGIES RESULTING FROM THE PENDING ACQUISITION, THE EXPECTED
CLOSING DATE, THE COMPANIES' BUSINESS PLANS AND PLANS FOR GROWTH AND NEW
SERVICES AND EXPECTATIONS REGARDING REVENUES. IN ADDITION, THE WORDS "COULD",
"EXPECTS", "ANTICIPATES", "OBJECTIVE", "PLAN", "MAY AFFECT", "MAY DEPEND",
"BELIEVES", "ESTIMATES", "PROJECTS" AND SIMILAR WORDS AND PHRASES ARE ALSO
INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE PROJECTED IN THE COMPANY'S FORWARD-LOOKING
STATEMENTS DUE TO NUMEROUS KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES, INCLUDING,
AMONG OTHER THINGS, UNANTICIPATED TECHNOLOGICAL DIFFICULTIES, THE VOLATILE AND
COMPETITIVE ENVIRONMENT FOR INTERNET TELEPHONY, CHANGES IN DOMESTIC AND FOREIGN
ECONOMIC, MARKET AND REGULATORY CONDITIONS, THE DIFFICULTIES THAT MAY BE
EXPERIENCED IN COMBINING TWO GEOGRAPHICALLY DIVERSE BUSINESSES, THE INHERENT
UNCERTAINTY OF FINANCIAL ESTIMATES AND PROJECTIONS AND OTHER CONSIDERATIONS
DESCRIBED AS "RISK FACTORS" IN EXHIBIT 99 TO THE COMPANY'S ANNUAL REPORT ON FORM
10-K FOR THE YEAR ENDED DECEMBER 31, 1999 AND IN OTHER FILINGS BY THE COMPANY
WITH THE SEC. ALL SUCH FORWARD-LOOKING STATEMENTS ARE CURRENT ONLY AS OF THE
DATE ON WHICH SUCH STATEMENTS WERE MADE. ITXC DOES NOT UNDERTAKE ANY OBLIGATION
TO PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS OR
CIRCUMSTANCES AFTER THE DATE ON WHICH ANY
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SUCH STATEMENT IS MADE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
ITXC PLANS TO FILE A REGISTRATION STATEMENT ON SEC FORM S-4 IN CONNECTION WITH
THE MERGER AND THE PARTIES EXPECT TO MAIL A PROXY STATEMENT/PROSPECTUS TO THEIR
SHAREHOLDERS CONTAINING INFORMATION ABOUT THE MERGER. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE. THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION
ABOUT ITXC, EFUSION, THE MERGER AND RELATED MATTERS. INVESTORS AND SECURITY
HOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THESE DOCUMENTS THROUGH THE WEB
SITE MAINTAINED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION AT
HTTP//WWW.SEC.GOV. IN ADDITION TO THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS, ITXC FILES ANNUAL, QUARTERLY AND SPECIAL REPORTS, PROXY
STATEMENTS AND OTHER INFORMATION WITH THE SECURITIES AND EXCHANGE COMMISSION.
YOU MAY READ AND COPY ANY REPORTS, STATEMENTS AND OTHER INFORMATION FILED BY
ITXC AT THE SEC PUBLIC REFERENCE ROOMS AT 450 FIFTH STREET, N.W., WASHINGTON,
D.C. 20549 OR AT THE COMMISSION'S OTHER PUBLIC REFERENCE ROOMS IN NEW YORK, NEW
YORK AND CHICAGO, ILLINOIS. PLEASE CALL THE COMMISSION AT 1-800-SEC-0330 FOR
FURTHER INFORMATION ON PUBLIC REFERENCE ROOMS. ITXC'S FILINGS WITH THE
COMMISSION ALSO ARE AVAILABLE TO THE PUBLIC FROM COMMERCIAL DOCUMENT-RETRIEVAL
SERVICES AND AT THE WEB SITE MAINTAINED BY THE COMMISSION AT HTTP//WWW.SEC.GOV.
EFUSION, ITS DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN MEMBERS OF MANAGEMENT AND
EMPLOYEES MAY BE SOLICITING PROXIES FROM EFUSION'S STOCKHOLDERS IN FAVOR OF THE
ADOPTION OF THE MERGER AGREEMENT. A DESCRIPTION OF ANY INTERESTS THAT EFUSION'S
DIRECTORS AND EXECUTIVE OFFICERS HAVE IN THE MERGER WILL BE AVAILABLE IN THE
PROXY STATEMENT/PROSPECTUS. ITXC, ITS DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN
MEMBERS OF MANAGEMENT AND EMPLOYEES MAY BE SOLICITING PROXIES FROM ITXC'S
STOCKHOLDERS IN FAVOR OF THE TRANSACTION. A DESCRIPTION OF ANY INTERESTS THAT
ITXC'S DIRECTORS AND EXECUTIVE OFFICERS HAVE IN THE MERGER WILL BE AVAILABLE IN
THE PROXY STATEMENT/PROSPECTUS.
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