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[WORLD ACCESS LOGO] 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 COMPANIES: TELDAFAX AG
WORLD ACCESS AMENDS TENDER TERMS
ATLANTA, GEORGIA - December 6, 2000 - World Access, Inc. (Nasdaq: WAXS)
announced today that its planned tender offer for the acquisition of all
publicly traded shares in TelDaFax AG (Neuer Markt: TFX) will be effected at an
increased exchange ratio of 1.16 World Access shares for each TelDaFax share.
The increase in the exchange ratio was made in order to comply with the German
Takeover Code, in light of recent trading activity in TelDaFax shares. APAX
Funds and Dr. Henning Klose, CEO of TelDaFax, have waived their rights under the
agreement to get additional shares. World Access has agreed to reimburse APAX
for certain expenses related to the transaction. At the new ratio, if 100% of
outstanding TelDaFax shares are tendered, World Access will issue approximately
22.9 million new shares in order to complete the tender. The Company anticipates
that the public tender offer will be initiated next week.
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 HAS FILED A PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS CONCERNING THE TRANSACTION WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION (THE "SEC"). WE URGE
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INVESTORS TO READ THE 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. 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
14(A) 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, 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
