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To: JOE MEDSKER who wrote (4200)2/2/1998 5:42:00 PM
From: Bruce Galpeer  Read Replies (3) | Respond to of 4489
 
DCI Announces $10 MILLION Acquistion

Feb, 3 /Stratford, CT/PRNewswire/ DCI Telecommunications, Inc. (OTC Bulletin Board: DCTC), an international supplier of telecommunications services, today announced the signing of a letter of intent to acquire WorldPass Communication Corp, (WPCC), a $15.0 million privately held company located in Aventura, Florida. The agreement, subject to due diligence, calls for a stock for stock exchange and other remuneration, the value of which equals $10.0 million.

WPCC is a rapidly growing and historically profitable company that offers One-Plus and Call Back long distance services with a customer base that is primarily located in South America. WPCC is also a registered Internet Service Provider, including fax service over the Internet. On average, the company's sales have been doubling each of the past six years.

Under the agreement, DCI offered Shaul Shalev, WPCC's president, to be Chairman of the board of DCI Telecommunications. Mr. Shalev, a former Israeli Diplomat, has an enlightening view of the transaction "I am not selling a company, I've inherited a much larger company."

With its delear/agent network, the acqusition of WorldPass expands DCI's service area and enables the company to consolidate telcomm traffic at WPCC's switching facilities in Aventura. It posses the capacity to handle all of the company's US and Canadian minutes. This consolidation could result in tremendous savings for the various subsidiaries, translating into more competitive products as well as better margins.

DCI spokesperson Michael Zwebner said, 'The acquisition of World Pass heralds a new milestone in the companys growth plans. WorldPass's vast experience in the South and Central American markets fills in integral part of our expansion plans.'

Joe Murphy, President & Chief Executive Officer of DCI, said he was pleased to add such a high caliber company as well as its leader Mr. Shalev, to help formulate DCI,s future. 'The combination of the two companies should improve DCI's overall profitability and result in revenues in excess of $25.0 million on a proforma basis."

Recently DCI declared a special cash dividend of one cent per share on the company's common stock. The dividend is payable on March 23, 1998 to stockholders of record at the close of business on Feb. 23, 1998 and was the first in the company's history. It also recently announced plans to execute a $5.0 million buyback program, whereby it intends to repurchase shares on the open market and in privately negotiated transactions at prevailing market prices. Timing of the repurchases will depend on market conditions, the market price of DCI's commom stock and management's assesment of DCI's liquidity and cash flow needs.

In a related transaction DCI sold R&D Scientific Corporation back to its former owner as part of a program to focus the company on products and services solely within the telecomm industry. This action
will necessitate a revision of previously filed 10Q's and 1OK'S.

DCI Telecommunications is an international supplier of telephone services including long distance service, prepaid cellular and Internet products. The company has an extensive distribution network throughtout North America, Europe and the Far East and owns telephone switching facilities in Canada, the United Kingdom and Denmark. The company recently reported sales of 4.6 million and $1.3 million in profit (or 13 cents per share) for the first six months of fiscal 1998.