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Covista Completes Acquisition of Capsule.


Business and Technology Editors

LITTLE FALLS Little Falls is the name of some places in the United States of America:
  • Little Falls, Minnesota
  • Little Falls, New Jersey
  • Little Falls (city), New York
  • Little Falls (town), New York
, N.J.--(BUSINESS WIRE)--Feb. 8, 2002

Covista Communications, Inc. ("Covista")(NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:CVST CVST Chinese Visiting Scholars in Toronto (Canada) ) announced today that it has completed its acquisition of Capsule Communications Inc. ("Capsule")(OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:CAPS.OB) Covista previously announced a definitive agreement to acquire Capsule on July 17, 2001.

Under the terms of the Merger Agreement approved by the boards of directors and stockholders of both Capsule and Covista, the stockholders of Capsule other than its controlling stockholder will receive 0.0917 shares of Covista common stock for each share of Capsule common stock, and Henry G. Luken, III ("Luken"), the controlling stockholder of Capsule, will receive 0.0688 shares of Covista common stock for each share of Capsule common stock. Based on the closing price of $6.38 for Covista's common stock on February 7, 2002, the transaction has a value of approximately $11,000,000.

A. John Leach, Jr., Covista's President and Chief Executive Officer, said, "We are delighted to be able finally to conclude this acquisition, which has been in process for a significant portion of the last year. The task of integrating our businesses begins immediately, and we look forward to capitalizing upon our synergies to reduce unnecessary overhead and to lead the combined Companies to profitability.

David B. Hurwitz, President and Chief Executive Officer of Capsule, added, "This merger represents a significant opportunity to boost the Capsule business to the next level. We are pleased to become part of the Covista organization and to have access to Covista's facilities, resources and management expertise. Mr. Leach concluded, "The acquisition of Capsule represents an important step toward our objective of being a major national provider of long distance services. We believe that each of our respective businesses will be strengthened by this combination which creates an entity greater than the sum of its parts."

About Covista

Covista is a facilities-based long distance telecommunications, Internet and data services provider with a substantial customer base in the commercial, wholesale and residential market segments. Its products and services include a broad range of voice, data and Internet solutions, including long distance and toll-free services, calling card, frame relay, Internet access, VPN (Virtual Private Network) A private network that is configured within a public network (a carrier's network or the Internet) in order to take advantage of the economies of scale and management facilities of large networks. , directory assistance and teleconferencing services. The wholesale division provides domestic and international termination services to carriers worldwide at competitive rates. Covista currently owns and operates switches in New York City New York City: see New York, city.
New York City

City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S.
, Newark, New Jersey, Philadelphia and Dallas, and previously has announced plans to expand to additional switch sites in Las Vegas, Chicago, and Chattanooga, Tennessee. Covista previously announced that it has acquired access to nation-wide telecommunications network facilities comprising 2,822,400,000 DS-0 channel miles of additional capacity. Covista operates a Network Operations Center See NOC.

Network Operations Center - (NOC) A location from which the operation of a network or internet is monitored. Additionally, this center usually serves as a clearinghouse for connectivity problems and efforts to resolve those problems.
 in Little Falls, New Jersey Little Falls is a Township in Passaic County, New Jersey, United States. As of the United States 2000 Census, the township population was 10,855.

Little Falls was incorporated as a township by an Act of the New Jersey Legislature on April 2, 1868, from portions of
 to monitor its switched network and call center and data processing facilities in Chattanooga to coordinate its various services. For information on becoming a Covista customer, please telephone 888/426-8478 or visit the Company's website at www.covista.com.

Information Relating to Forward-Looking Statements:

This press release contains historical and forward-looking statements made pursuant to the safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 provisions of the private securities litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
 act of 1995. Investors are cautioned that forward-looking statements such as statements of the company's plans, objectives, expectations and intentions involve risks and uncertainties. The cautionary statements made in this release should be read as being applicable to all related statements wherever they appear. Statements containing terms such as "believes," "expects," "plans," "projects," "intends," "estimates," "anticipates," or similar terms, are considered to contain uncertainty and are forward-looking statements. The actual results could differ materially from those discussed. Factors that could contribute to such differences include: changes in market conditions and increased competition from other telecommunications and internet service providers Internet service provider (ISP)

Company that provides Internet connections and services to individuals and organizations. For a monthly fee, ISPs provide computer users with a connection to their site (see data transmission), as well as a log-in name and password.
; government regulations; the volatile and competitive environment for internet telephony; advances in competitive products or technologies that could reduce demand for services; availability of transmission facilities; management of rapid growth; customer concentration and attrition; the ability to successfully integrate acquired companies; the ability to successfully develop and bring new services to market; and other risks discussed in the company's SEC filings, including form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 and form 10-Q Form 10-Q

See 10-Q.
, which can be accessed at the SEC web site at www.sec.gov.

Readers of this release should understand that it is not possible to predict or identify all such risk factors. Consequently, this list should not be considered a complete statement of all potential risks or uncertainties. Covista does not assume the obligation to update any forward-looking statement, except as is required by applicable law.
COPYRIGHT 2002 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Feb 8, 2002
Words:745
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