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9278 Communications, Inc. Announces Merger Agreement with NTSE Holding Corp.

Business/High Tech Editors

NEW YORK--(BUSINESS WIRE)--Feb. 3, 2003

9278 Communications, Inc. ("NTSE") has announced today that it has entered into a Merger Agreement dated January 31, 2003 with NTSE Holding Corp. a corporation wholly owned by Sajid Kapadia, the Chairman, Chief Executive Officer and Principal Stockholder of 9278 Communications, which will result in 9278 Communications becoming a privately held corporation, owned by NTSE Holding Corp.

Pursuant to this agreement, all of the outstanding shares of 9278 Communications will be cancelled and existing stockholders will receive a cash payment of $.10 per share. The transaction is subject to numerous conditions, including the approval by the stockholders of 9278 Communications. It is expected that a stockholders meeting to approve the transaction will be held in late April, and that the closing of the transaction will occur immediately thereafter.

Haris Syed, President of 9278 Communications and a director of the company, said "The Board believes that this transaction presents the only realistic manner for our stockholders to achieve liquidity in our common stock, given the difficult times facing the telecommunications industry and the financial markets in general. With the offer of NTSE Holding Corp. being at a price being several times the prevailing and recent historical market prices, and given the minimal trading volume in our common stock, the board will be recommending that stockholders approve the merger."

9278 Communications Inc. is a value added marketer of telecom products, services, and e-commerce technology. For the past six years, the company has specialized in the distribution of pre-paid telecom products and services, including a recent launch of prepaid wireless. The 9278 network includes over 2,000+ distributors that service products to over 150,000 retail locations throughout the world. 9278 Communications has grown to become one of the world's leading manufacturers and distributors of prepaid phone cards, receiving acclaim from prestigious sources like Crain's, CNN and The New York Times.

The statements included in this press release concerning predictions of economic performance and management's plans and objectives constitute forward-looking statements made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. These statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, factors detailed in the Company's Securities and Exchange Commission filings.

For more information on 9278 Communications and its activities, please contact:

Reade White 9278 Communications Director of Public Relations 1942 Williamsbridge Rd. Bronx NY 10461 Reade@9278.com
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Publication:Business Wire
Geographic Code:1USA
Date:Feb 3, 2003
Words:440
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