World Access and FaciliCom International Agree to Merge

/ FaciliCom's State-of-the-Art Network Provides Foundation forEuropean Retail, Data and Internet Services Atlanta (PROTEXT) - Combined 2000 Revenue Projected at $1.6Billion. Combined 2000 EBITDA Projected at $170 Million,Including $35 Million in Operating Synergies. Companies toSponsor Conference Call Today at 1:30 p.m. E.D.T. World Access, Inc. (Nasdaq: WAXS) and FaciliCom International,Inc. ("FaciliCom") announced today that they have entered into adefinitive merger agreement. FaciliCom, a privately ownedcompany, is a leading facilities-based provider of European andU.S. originated international long-distance voice, data andInternet services. Together the companies are expected to achieve1999 revenue of approximately $1.2 billion, including $450million in FaciliCom revenue, the majority of which is originatedin Europe. The combined company will have carrier grade switchingand transport network facilities located strategically throughoutthe U.S. and 13 European countries to facilitate entry intoderegulating retail markets worldwide. World Access expects themerger to be significantly accretive to EBITDA in 2000. Pursuant to the terms of the agreement, the shareholders ofFaciliCom will receive approximately $436 million inconsideration, primarily in the form of Convertible PreferredStock, Series C ("Preferred Stock"). The Preferred Stock bears nodividend and is convertible into shares of World Access commonstock at a conversion rate of $20.38 per common share, subject topotential adjustment under certain circumstances. If the closingtrading price of World Access common stock exceeds $20.38 pershare for 60 consecutive trading days, the Preferred Stock willautomatically convert into common stock. Initially, the holdersof the Preferred Stock will be entitled to elect four newdirectors to the World Access Board of Directors. Except forcertain other specified matters, the holders of the PreferredStock will vote on an as-converted basis with the holders ofWorld Access common stock. In addition, World Access will assume$300 million of FaciliCom 10.5% Senior Notes due 2008. The transaction is conditioned upon a majority of the holdersof FaciliCom Senior Notes allowing World Access to assume theSenior Notes, waive any put rights triggered by the merger andmake certain amendments thereto. The merger is also subject tothe approval of World Access shareholders and certain regulatoryagencies. Certain shareholders of World Access (including MCIWorldCom, Brown Brothers Harriman and senior members ofmanagement) and the Armstrong Group of Companies, FaciliCom'smajority shareholder, have entered into a Voting Agreementwhereby they have committed to vote in favor of the merger. Themerger is expected to close in the fourth quarter of 1999 andwill be accounted for as a purchase transaction. Donaldson,Lufkin & Jenrette is serving as advisor to World Access withrespect to the transaction. FaciliCom is being advised by LehmanBrothers. John D. Phillips, Chairman and Chief Executive Officer ofWorld Access, said, "The merger with FaciliCom positions WorldAccess as a leading player in the international long distancemarket. FaciliCom has invested over $200 million during the pasttwo years to establish one of the most extensive and highestquality switching and transport networks in Europe. They have anextensive pool of high-caliber management talent, both in theU.S. and abroad. We expect this deal to have a significantpositive impact on shareholder value, as it provides us with amore robust network platform that is capable of handlingsignificant retail traffic volumes. We intend to strategicallypursue the expansion of our international retail operations byleveraging FaciliCom's network capacity and through additionalacquisitions of companies with significant retail traffic.Additional retail traffic can be carried over FaciliCom's premiernetwork extremely efficiently." Walter J. Burmeister, President and Founder of FaciliCom,commented, "This transaction marks an enormous opportunity forFaciliCom. Together we have the management and financialresources to leverage our extensive network and rapidly expandour joint businesses, both in the retail market sector and dataservices. In addition, World Access' significant traffic volumeand strong purchasing power should allow us to be morecompetitive in our traditional wholesale business. Mostimportantly, together with World Access, we can build upon ourcurrent success to deliver even greater value and quality to ourcustomers." Mr. Phillips added, "We expect our combined carrier servicerevenue for 2000 to be in excess of $1.3 billion, with totalrevenue expected to exceed $1.6 billion. In addition, ouroperating teams have identified anticipated cost synergies ofapproximately $35 million on an annual basis consisting ofrouting changes to take advantage of the least cost routes foreach country, savings in leased line costs, redundancies inswitching centers and administrative cost savings. We alsobelieve that the combined minute volumes of FaciliCom and WorldAccess will allow us to further reduce termination coststhroughout the world, thereby allowing us to generate additionalmarket share increases by passing along these reduced networkcosts to our customer base. We expect these synergies to resultin estimated EBITDA of approximately $170 million in 2000." Headquartered in Washington, D.C., FaciliCom competitivelyprovides end-to-end communications services through its redundantdigital network which is capable of supporting voice and dataservices, including frame relay, Internet Protocol (IP),asynchronous transfer mode (ATM) and multimedia applications.This premier network supports a variety of ANSI and ITU signalinginterfaces including SS7 and C7. FaciliCom's network backboneconsists of 17 switches in 14 countries, linked by an extensivefiber network encompassing tens of millions of circuit miles,including holdings on transatlantic cable systems such as TAT-12/13 and Globesystem (CANTAT-3, CANUS-1). European holdingsinclude the wholly-owned FCI-One cable and a high speed fiberoptic ring connecting FCI facilities in seven cities on HermesEurope Railtel, as well as several other trans-European cablesystems (DK-S 18, UK-NL 14, ODIN and CIRCE). As a result of the transaction, the Armstrong Group ofCompanies will become the largest shareholder of World Access,with approximately 20% ownership on a fully-diluted basis.Armstrong is a diversified, privately held group of companiesthat own and operate cable television systems, independenttelephone companies, international telecommunications companies,real estate companies, a residential and commercial securitycompany and various other businesses. Kirby J. Campbell, Chief Executive Officer of Armstrong,commented, "We are very pleased to form this strategicpartnership with World Access. The combination of World Accessand FaciliCom will be a powerful force in the internationaltelecommunications market, and we intend to be long-termbeneficiaries. We believe that the current market value of WorldAccess is significantly undervalued, and look forward to thelong-term benefits that we feel will be realized as the combinedcompany executes its strategy to be a leader in the internationalretail long-distance business." World Access and FaciliCom will sponsor a teleconference todayat 1:30 p.m., E.D.T. To participate in this teleconference,interested parties should call 712-271-3636 and enter pass codeWAXS. For those who cannot listen to the live broadcast, a replaywill be available for 72 hours following the call. To listen tothe replay, call 1-800-294-5419 or 402-220-9783. Investors will also have the opportunity to listen to theconference call over the Internet through StreetFusion athttp://www.streetfusion.com. To listen to the live call, pleasego to the website at least 15 minutes early to register, downloadand install any necessary audio software. The replay will beavailable in the 72 hours following the call on the World Accesswebsite http://www.waxs.com as well as onhttp://www.streetfusion.com. World Access provides international long distance services andproprietary network equipment to the global telecommunicationsmarkets. The World Access Telecommunications Group terminatesinternational long distance voice and data traffic in more than200 countries through a combination of owned or leasedinternational network facilities, various internationaltermination agreements and resale arrangements with otherinternational long distance service providers. The World AccessEquipment Group develops, manufactures and markets intelligentmultiplexers, digital microwave radio systems, digital switches,billing and network telemanagement systems, cellular basestations, fixed wireless local loop systems and othertelecommunications network products. For additional informationregarding World Access and its divisions, please refer to theCompany's website at www.waxs.com. This press release may contain financial projections or otherforward-looking statements made pursuant to the safe harborprovisions of the Securities Reform Act of 1995. Such statementsinvolve risks and uncertainties which may cause actual results todiffer materially. These risks include: potential inability toidentify, complete and integrate acquisitions; difficulties inexpanding into new business activities; delays in new productdevelopments or introductions; the potential termination ofcertain service agreements or the inability to enter intoadditional service agreements; and other risks described in theCompany's SEC filings, including the Company's Annual Report onForm 10-K for the year ended December 31, 1998, the Company'sQuarterly Report on Form 10-Q for the three months ended March31, 1999 and the Company's Registration Statement on Form S-3(No. 333-43497), all of which are incorporated by reference intothis press release. ots Original Text Service: World Access,Inc. and FaciliCom International, Inc. Internet:http://www.newsaktuell.de Contact: Nancy L. de Jonge, Directorof Investor Relations & Corporate Communications, or Michael F.Mies, Vice President - Finance & Treasurer, both of World Access,(USA) 404-231-2025; or Edward M. Remington, Vice President,Marketing & Communications, or Johanna L. Kalloch, MarketingManager, both of FaciliCom, (USA) 202-496-1100 Web site:http://www.facilicom.com

http://www.waxs.com

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