XFONE USA Completes Merger With Jackson, Mississippi-Based Telecommunications Company
March 15 2005 - 10:24AM
PR Newswire (US)
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/
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