CXSN $5 stock with big news! (COMTEX) B: (CXS.) Counsel Corporation Launches Major Telecommunicati B: (CXS.) Counsel Corporation Launches Major Telecommunications Initiative, Creating New Business Unit Focused On Internet Telephony and Other Telecom-related Enterprises TORONTO AND MOUNTAINSIDE, N.J., Feb 1, 2000 (BUSINESS WIRE) -- - Gary J. Wasserson, Formerly President and CEO of Call Sciences/Virtel, Joins Counsel as Head of New Subsidiary, Counsel Communications LLC - - In First Investment Under New Initiative, Counsel Signs Letter of Intent to Acquire 42% Stake in VoCall Communications Corp.- Continuing the implementation of its strategy to broaden its investment focus to include Internet- and other technology-based companies, Counsel Corporation, of Toronto, Ontario (NASDAQ:CXSN) (TSE:CXS.) ("Counsel" or the "Company") today announced that it has formed a new, wholly-owned subsidiary that will acquire, consolidate, and operate Internet telephony and other telecommunications-related assets. The new business unit, which will be known as Counsel Communications LLC, will be headed by Gary J. Wasserson as the unit's Chief Executive Officer. Mr. Wasserson was most recently President and CEO of Call Sciences(tm)/Virtel(tm), of Edison, New Jersey and Slough, England, a major provider of enhanced telecommunications services deliverable over global intelligent networks. Counsel also announced that, under this new strategic initiative, it has signed a letter of intent to acquire a 42% ownership interest in VoCall Communications Corp., of Mountainside, New Jersey, a rapidly growing facilities-based provider of global telecommunications services such as prepaid calling card, cellular, paging and Internet telephony services. Terms of the proposed VoCall transaction were not disclosed. With 1999 sales of approximately US$52 million, VoCall, headed by President and CEO Gary Frank, was among the top 20 companies (#17) listed in October 1999 in Inc. magazine's Inc. 500 annual ranking of the fastest-growing private companies in America. Allan Silber, Chairman and CEO of Counsel Corporation, said: "Counsel has a well-established track record of identifying and successfully pursuing new areas for investment and value creation. Gary Wasserson has years of successful senior management experience in the telecommunications industry, most recently as head of Call Science/Virtel, whose communications offerings are based on Bellcore's leading-edge technology, and whose principal investor is The Chatterjee Group, a Soros affiliate. VoCall recently began deploying a global, next-generation Voice over Internet Protocol (VoIP) telephone network using Internet telephony as its telecommunications infrastructure. We believe that together, the partnership and platform we are creating has a unique opportunity to create a major revenue, earnings, growth and value-creation engine." Mr. Wasserson said: "The opportunity to join Counsel Corporation, and to create the exciting new business enterprise we are announcing today, is a once-in-a-lifetime opportunity far too good to pass up. I am tremendously pleased to join the Counsel team." Frederick Voit, senior analyst with the Yankee Group, a premier Boston, Massachusetts-based market research and consulting company, said: "As one of the foremost independent prepaid calling card companies and a company now making a major push into VoIP, VoCall is an ideal partner for Counsel Corporation as it launches its own telecommunications initiative. And industry veteran Gary Wasserson is an ideal choice to lead the Counsel initiative." The VoCall Investment Founded in 1990 and headquartered in Mountainside, New Jersey, VoCall specializes in prepaid telecommunications services such as prepaid calling card, cellular, paging and Internet telephony services. In ranking VoCall #17 on the 1999 Inc. 500 list, Inc. magazine noted that the company's sales increased by 6,132 percent from 1994 to 1998, to a 1998 level of US$46.7 million. Year 2000 revenue is projected to reach over US$100 million. VoCall recently established strategic alliances with Lucent Technologies/Ascent Communications and Winstar Communications Inc., to provide VoCall with, respectively, the telecommunications equipment and the network necessary to achieve its strategic objective of becoming one of the first Internet telephony-based global carriers. Mr. Silber said: "VoCall will be an ideal partner and platform for the growth of our telecom business, based on its proven strategy, strong retail distribution channels, rapidly growing volume of business, and outstanding management team. That team, headed by Gary Frank, shares our vision of the tremendous revenue, earnings and investment potential that can be realized by enterprises that lead the buildout of a global Voice over Internet Protocol network. We look forward to working closely with Gary Frank and his colleagues at VoCall to establish such a network, and to deploy over it-quickly, efficiently and profitably-such leading-edge VoIP-based services as unified messaging and unified communications portals." VoCall, together with Winstar and Lucent, has agreed to build and deploy a global virtual private network (VPN) that employs Internet telephony as its telecommunications infrastructure. "WinStar congratulates both VoCall and Counsel on their new alliance. As a strategic network partner to VoCall, we are excited about the opportunity that this announcement represents. The first phase of the Internet telephony network implementation is already under way and is scheduled for completion by June 2000. Our relationship with Lucent and its resources gives us the ability to deliver global services and support to VoCall," said Bob McGuire, President and Chief Operating Officer of Winstar's Large Accounts organization. Gary Frank, President and CEO of VoCall, said: "We are truly excited that Counsel has decided to make such a significant investment in VoCall, and are honored to be the first major investment under Counsel's new telecommunications initiative. The combination of Lucent's next-generation VoIP technology, Winstar's end-to-end local, national and international broadband network, and now the financial and managerial resources of Counsel, positions VoCall as the next major player in the Internet telephony space. It also gives us the ability to accelerate our plans to implement a next-generation Global VoIP network. We look forward to working with the Counsel team and to playing a key role in the success of this major telecommunications initiative." In addition to the alliances with Lucent and Winstar, other recent developments at VoCall include the company's selection as the exclusive prepaid phone card provider for Conoco Oil, Inc., a partnership with the three-million-member National Wildlife Federation to provide the public with American Endangered Species phone cards, and the naming of VoCall President and CEO Gary Frank as 1999 Chairman of the International Telecard Association, America's leading prepaid telecommunications trade association. On November 1, 1999, Counsel Corporation announced that its Board of Directors and management had determined that they could best build value for its shareholders by exploring new areas for investment and growth in addition to the Company's core pharmaceutical assets. The Internet and other technology-based enterprises were identified as areas that are strategically aligned with Counsel's overall philosophy. Since that time, investments by Counsel in addition to the VoCall investment announced today have included the following: - a 40% stake in Proscape Technologies, Inc. (www.proscape.com), of Fort Washington, Pennsylvania, a leading provider of innovative business-to-business fact-based sales and marketing information software systems to Fortune 1000 companies. - a 33% stake in Impower, Inc. (www.impower.net), of Princeton, New Jersey, whose principal business unit, Impower.net, is an emerging leader in the rapidly growing area of transaction-based Internet direct marketing. - a 3.6% stake in Delano Technology Corporation (www.delanotech.com), of Richmond Hill, Ontario, a provider of interactive-based e-business communication solutions. Delano markets innovative software that enables companies to automate, personalize and manage ongoing interactions with customers, partners, suppliers and employees. - a 4.6% stake (1.5 million shares) in Hip Interactive Corp. (www.hipinteractive.com), of Toronto, Ontario, (CVX: HIPI), a fully integrated name brand e-commerce business selling consumer PC software and video games. Mr. Silber said: "This is an exciting time at Counsel Corporation. We have broadened our investment focus in leading-edge companies that are defining the future of business, e-commerce and, now, telecommunications. We are also broadening our own business activities and investment portfolio well beyond our roots in the healthcare industry, by leveraging our own in-house strategic, financial and marketing expertise. In so-doing, we are creating what we believe is a solid foundation on which to build shareholder value." This release involves forward-looking statements with respect to business plans and expectations of Counsel Corporation and VoCall Communications Corp. The accuracy of these statements involves a number of risks and uncertainties, including, but not limited to, changes in economic and market conditions, financing, changes in governmental regulations and laws as well as other risk factors detailed in Counsel's securities filings, to which recipients of this release are referred for additional information. Copyright (C) 2000 Business Wire. All rights reserved. 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