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Filed by World Access, Inc.
Commission File No. 0-29782
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: TelDaFax AG
[WORLD ACCESS LOGO]
WORLD ACCESS AGREES TO ACQUIRE MAJORITY INTEREST IN TELDAFAX AG
AND TENDER FOR REMAINING INTEREST
Solidifies Strategy to Provide Bundled Voice, Data, Internet and e-Commerce
Retail Services in Europe
Creates 2nd Largest Non-Incumbent Service Provider in Germany
Atlanta, Georgia and Marburg, Germany - June 14, 2000 - World Access, Inc.
(NASDAQ: WAXS) and TelDaFax AG (NEUER MARKT: TFX) announced today that World
Access has agreed to acquire a majority share in TelDaFax in a series of
transactions that is expected to result in one of the largest competitive
telecommunications companies in the German market. World Access has agreed to
buy the 33% interest in TelDaFax held by investment pools advised by Apax
Partners & Co. (the "Apax Acquisition") by issuing World Access common stock at
an exchange ratio of 1.025 shares of World Access for each share of TelDaFax
(the "Exchange Ratio"). In addition, World Access intends to make a tender offer
(the "Tender Offer") for all of the remaining shares of TelDaFax at the Exchange
Ratio. World Access also will contribute certain of its German businesses to
TelDaFax in exchange for newly issued TelDaFax shares (the "Contribution").
These transactions (the "Transactions") are currently valued at approximately
$410 million, assuming acquisition of 100% of TelDaFax shares.
The completion of the Transactions is subject to, among other things,
acquisition by World Access in the Transactions of no less than 50.1% of the
fully diluted shares outstanding of TelDaFax on a pro forma basis, certain
regulatory approvals, including anti-trust approval in Germany, and the approval
of the shareholders of World Access. The closing of the Apax Acquisition, the
Tender Offer and the Contribution will occur simultaneously. The Transactions
are anticipated to close around the end of the third quarter and are not
expected to materially delay World Access' pending mergers with STAR
Telecommunications and WorldxChange Communications. Concurrent with the
Transactions, World Access intends to apply for listing on one or more European
stock exchanges, including the Neuer Markt in Germany.
TelDaFax is a leading facilities-based provider of bundled fixed line, wireless,
Internet and e-Commerce services to business and residential customers in
Germany. TelDaFax currently serves more than 80,000 small and medium enterprise
("SME") customers with a broad range of services, including pre-subscribed
wireline, mobile, Internet access and web hosting, unified messaging, virtual
private networks and e-Commerce applications. TelDaFax expects to introduce
broadband direct access via SDSL and a variety of e-Business and application
service provider ("ASP") services during 2000.
In 1999, TelDaFax produced revenues of DM 669.8 million ($329.1 million) and
EBITDA of DM 19.5 million ($9.6 million). Approximately 60% of 1999 revenues
were generated by the company's consumer services. TelDaFax expects nearly 60%
of revenues will be generated by SME customers by year-end 2000.
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As of March 31, 2000, TelDaFax had approximately DM 104.4 million ($51.3
million) of cash and marketable securities, with essentially no debt.
TelDaFax, which has been focusing on expanding its facilities within Germany,
currently operates nine switches and has 170 interconnection points in Germany.
TelDaFax is in the process of deploying a 2,800-kilometer fiber optic network,
which is expected to be operative in the second half of 2000 and will lay the
foundations for further growth in the company's Internet service offerings. The
network will connect all of TelDaFax's switching facilities and will provide
abundant capacity throughout Germany. This network, together with the
significant network assets of World Access and STAR Telecom, will give World
Access one of the most expansive networks in Germany, and is expected to
significantly reduce network operating costs.
John D. Phillips, Chairman and CEO of World Access commented, "Germany is the
3rd largest telecom market in the world and the single most important for World
Access' expansion strategy. TelDaFax, together with our current German
operations and those of STAR and WorldxChange, will create the 2nd largest
non-incumbent provider in Germany, clearly a major step forward for World
Access. With more than DM 1 billion in annual pro forma revenues and 7 billion
minutes of traffic, we will have considerable scale and an impressive network
infrastructure. In addition, we will have a dedicated sales force of 350 people
and 1,070 nonexclusive agents. TelDaFax will not only expand our European SME
customer base, but will bring us additional service capabilities with its
mobile, Internet and e-Commerce offerings. This acquisition marks a major step
in advancing our plans to become a leading provider of bundled voice, data and
Internet services to business customers in Europe."
Dr. Henning F. Klose, CEO of TelDaFax, remarked, "We regard this transaction as
an outstanding opportunity for the further development of our company. As one of
the leading fixed network providers in Germany, TelDaFax joins with an
experienced international partner. We built a platform for the future which
opens up valuable new opportunities."
TelDaFax has made a number of strategic acquisitions over the past 18 months,
including Internet service provider ("ISP") GeoNet Systems GmbH in 1998, mobile
distributor Demuth & Dietl in 1999, mobile service provider Netztel Plus AG in
February 2000 and e-Commerce solution provider Internet AG in April 2000. In
April 1999, GeoNet introduced comprehensive Internet services under the brand
name TelDa.Net, which has grown to over 80,000 Internet subscribers as of April
2000.
ABOUT TELDAFAXAG
TelDaFax is a leading facilities-based provider of bundled fixed line,
wireless, Internet and e-Commerce services to business and residential customers
in Germany. In addition to the call-by-call business, TelDaFax is especially
targeting small- and medium-sized enterprises and self-employed persons. The
TelDaFax sales organization, with more than 800 service partners throughout
Germany guarantees personal service to the more than 80,000 contracted
customers. For additional information on TelDaFax, please refer to the company's
website at www.teldafax.de.
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. Located strategically
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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, THE
COMPANY'S QUARTERLY REPORT ON FORM 10Q FOR THE QUARTER ENDED MARCH 31, 2000,
AND THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3 (NO. 333-79097), ALL OF
WHICH ARE INCORPORATED BY REFERENCE INTO THIS PRESS RELEASE.
WORLD ACCESS CONTACT: MICHELE WOLF
(404-231-2025) V.P. OF INVESTOR RELATIONS
HTTP://WWW.WAXS.COM
World Access will be filing a proxy statement/prospectus and other
relevant documents concerning the transaction with the United States Securities
and Exchange Commission (the "SEC"). WE URGE INVESTORS TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE 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.
READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION
CONCERNING THE TRANSACTION.
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 transaction 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.
