Talk America Completes Acquisition of Network Telephone
January 04 2006 - 7:00AM
Business Wire
Talk America (NASDAQ:TALK) announced today that it has closed the
previously announced acquisition of Network Telephone Corporation,
a leading facilities-based communications provider serving business
customers in the southeast region. Ed Meyercord, Chief Executive
Officer and President of Talk America, said, "This is a great start
to 2006. With this new acquisition we will continue to realize
growth and immediately strengthen our market share by expanding the
combined companies' product portfolio in the Southeast." Talk
America has already begun the build out of five additional end
offices to complement the 21 end offices Network Telephone
currently has in the Atlanta market. Meyercord continued, "The
acquisitions of LDMI in July 2005 and Network Telephone open up
tremendous opportunities for us to execute our strategic plan as we
are now positioned to be the leading alternative to regional
incumbent providers in these expanded markets." Pursuant to NASDAQ
Marketplace Rule 4350(i)(1)(A)(iv), Talk America also announced
that stock options to purchase an aggregate of 250,000 shares of
Talk America common stock were granted today to 21 new employees as
an inducement to entering into employment with the company. All
such grants were made to non-executive officer employees, 20 of
whom were employees of Network Telephone and the other is a new
controller for the company, were not made under Talk America's
stockholder-approved plans, are classified as non-qualified stock
options, have terms of 10 years from date of grant, vest in three
equal installments on each of the first three anniversaries of the
date of grant and have an exercise price equal to the closing sale
price of Talk America's common stock on January 3, 2006, the date
of grant. About Talk America Talk America is a leading competitive
communications provider that offers phone services and high speed
internet access to both residential and business customers. Talk
America delivers value in the form of savings, simplicity and
quality service to its customers through its leading edge network
and award-winning back office. Please Note: Certain of the
statements contained herein may be considered forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
Such statements are identified by the use of forward-looking words
or phrases, including, but not limited to, "estimates," "expects,"
"expected," "anticipates," "anticipated," "forecast," "guidance,"
and "targets." These forward-looking statements are based on our
current expectations. Although we believe that the expectations
reflected in such forward-looking statements are reasonable, there
can be no assurance that such expectations will prove to have been
correct. Forward-looking statements involve risks and uncertainties
and our actual results could differ materially from our
expectations. In addition to those factors discussed in the
foregoing, important factors that could cause such actual results
to differ materially include, among others, our inability to
integrate effectively and as anticipated the business of NTC upon
the completion of the acquisition, dependence on the availability
and functionality of local exchange carriers' networks as they
relate to the unbundled network element platform, failure to
establish and deploy our own local network as we plan to do or to
operate it in a profitable manner, increased price competition for
long distance and local services, failure of the marketing of the
bundle of local and long distance services and long distance
services under our direct marketing channels to a smaller marketing
footprint, attrition in the number of end users, failure to manage
our collection management systems and credit controls for
customers, interruption in our network and information systems,
failure to provide adequate customer service, and changes in
government policy, regulation and enforcement and/or adverse
judicial or administrative interpretations and rulings relating to
regulations and enforcement, including, but not limited to, the
continued availability of the unbundled network element platform of
the local exchange carriers network and unbundled network element
pricing methodology. For a discussion of such risks and
uncertainties, which could cause actual results to differ from
those contained in the forward-looking statements, see the
discussions contained in our Quarterly Report on Form 10-Q filed
November 9, 2005, our Annual Report on Form 10-K for the year-ended
December 31, 2004, filed on March 16, 2005, as amended by our Form
10-K/A filed March 30, 2005, and any subsequent filings. We
undertake no obligation to update our forward-looking statements.
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