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[WORLD ACCESS LOGO]
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
