Xfone (NASDAQ:XFNE)
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XFONE USA Completes Merger With Jackson, Mississippi-Based
Telecommunications Company
XFONE USA Wins Order from State's Public Service Commission for Assignment of
Interconnection Agreement with BellSouth
LONDON and JACKSON, Miss., March 15 /PRNewswire-FirstCall/ -- XFONE, Inc.
(OTC:XFNE) (BULLETIN BOARD: XFNE) , a provider of international voice and data
communications services, today announced that the merger between WS Telecom,
Inc., d/b/a eXpeTel Communications, Inc., a Mississippi corporation and its
subsidiaries ("eXpeTel") and XFONE USA, Inc., a wholly owned subsidiary of
XFONE, Inc., was formally consummated on Thursday, March 10, 2005. The combined
companies will operate under the name "XFONE USA, Inc."
Headquartered in Jackson, Mississippi, eXpeTel is a telecommunications service
provider that owns and operates its own facilities-based, telecommunications
switching system. eXpeTel provides residential and business customers with
high-quality local and long distance services, as well as cable television and
high-speed Internet services to planned and multi-dwelling apartment
communities in Mississippi, Alabama, Louisiana, Florida and Georgia. eXpeTel's
integrated multi-media services, combining digital voice, data and video over
third-generation broadband infrastructure, are available to customers on a
single itemized bill.
Although the original Agreement and Plan of Merger with eXpeTel was entered
into on May 28, 2004, completion of the merger was subject to satisfaction of
certain conditions and regulatory approvals, including arranging for the
transfer of the right and assignment of an existing Interconnection Agreement
between eXpeTel and BellSouth Telecommunications to XFONE USA.
An Interconnection Agreement provides the terms and conditions under which a
competitive telecommunications carrier, such as eXpeTel / XFONE USA carrier can
lease unbundled network elements of an incumbent carrier, such as BellSouth.
These unbundled network elements can be used to attach XFONE USA's customers to
its facilities for providing dial tone, features and routing calls.
Following a lengthy dispute with BellSouth over the assignment of the
Interconnection Agreement, XFONE USA and eXpeTel sought an order from the
Mississippi Public Service Commission (PSC) to require BellSouth to provide its
consent for reassignment. On March 9, 2005, the PSC issued the order mandating
that upon consummation of the merger of XFONE USA and eXpeTel, the
Interconnection Agreement in its entirety would be deemed "assigned and
approved as between XFONE USA, Inc. and BellSouth Telecommunications, Inc. as
if XFONE USA, Inc. had itself entered into the Interconnection Agreement."
On July 1, 2004, XFONE USA entered into a management agreement with eXpeTel,
which provided that XFONE USA provide management services to eXpeTel pending
the consummation of the merger. The management agreement provided that all
revenues generated from eXpeTel's business operations will be assigned and
transferred to XFONE USA. The term of the Agreement commenced on July 1, 2004
and continued through the consummation of the merger on March 10, 2005.
"Winning the order for consent from the PSC paved the way for eXpeTel and XFONE
USA to finalize our merger. Now that we've achieved that critical objective,
we look forward to concentrating our efforts on using eXpeTel as a platform to
build XFONE USA into one of the Nation's leading telecommunications companies,"
stated Wade Spooner, CEO of XFONE USA.
Guy Nissenson, President and CEO of XFONE, Inc., noted, "The completion of this
transaction now gives XFONE, Inc. an excellent foothold in the North American
market, which has long been a critical element of our Company's global growth
strategy. With an established and profitable annual revenue base of
approximately $6 million, Wade Spooner, former CEO of eXpeTel, has been tasked
with leading the execution of XFONE USA's business plan, providing for a series
of exciting expansion initiatives. XFONE USA, Inc. looks forward to fully
supporting Wade and his team to capitalize on a wide range of prevailing growth
opportunities that are being actively explored."
About XFONE, Inc.
A U.S.-domiciled corporation, XFONE, Inc. is an international voice and data
communications services provider with operations in the United States, United
Kingdom and Israel, and offers a wide range of services, which include: local,
long distance and international telephone services, prepaid and postpaid
calling cards; cellular services; VOIP services; reselling opportunities; and
email and fax broadcasting services. The Company serves customers in 75
countries across Europe, Australia, North America, South America, Asia and
Africa.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: All information set forth in this news release, except historical and
factual information, represents forward-looking statements. This includes all
statements about the company's plans, beliefs, estimates and expectations.
These statements are based on current estimates and projections, which involve
certain risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. These risks and
uncertainties include issues related to the ability to: rapidly changing
technology and evolving standards in the industries in which the Company and
its subsidiaries operate, obtain sufficient funding to continue operations,
maintain adequate cash flow, profitably exploit new business, license and sign
new agreements; and the unpredictable nature of consumer preferences; and other
factors set forth in the Company's most recently filed annual report and
registration statement. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's analysis only as
of the date hereof. The Company undertakes no obligation to publicly revise
these forward-looking statements to reflect events or circumstances that arise
after the date hereof. Readers should carefully review the risks and
uncertainties described in other documents that the Company files from time to
time with the Securities and Exchange Commission, including the Registration
Statement effective on November 12, 2004.
For More Information, Please Contact:
Elite Financial Communications Group
Stephanie Noiseux, 407-585-1080
DATASOURCE: XFONE, Inc.
CONTACT: Stephanie Noiseux of Elite Financial Communications Group,
+1-407-585-1080, or , for XFONE, Inc.
Web site: http://www.xfone.com/