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Definitive Agreement

Release Agreement

Definitive Agreement | Document Parties: Acquire Texas-Based NTS Communications | NTS Communications, Inc | XFONE, INC You are currently viewing:
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Acquire Texas-Based NTS Communications | NTS Communications, Inc | XFONE, INC

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Title: Definitive Agreement
Date: 8/23/2007
Industry: Communications Services     Sector: Services

Definitive Agreement, Parties: acquire texas-based nts communications , nts communications  inc , xfone  inc
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Exhibit 99.1

For Immediate Release

XFONE, INC. Signs Definitive Agreement to Acquire Texas-Based NTS Communications; Combined Annualized Revenues and EBITDA Exceed $114 Million and $13 Million, Respectively

- Acquisition Will Dramatically Increase XFONE’s Scale With Significant Opportunities To Drive Operating Synergies -

- NTS Adds State-Of-The-Art, Fiber-To-The-Premise-Network With Unique Voice, Cable and Data “Triple Play” Offering -

 - Combination With Mississippi/Louisiana Based Xfone USA Dramatically Expands Xfone’s Reach with Opportunity for Additional, Innovative Services -


Jackson, Mississippi – August 23, 2007 – XFONE, Inc. (AMEX and TASE: XFN) announced that it has signed a definitive agreement to acquire NTS Communications, Inc., a premier provider of integrated voice, data and video solutions, headquartered in Lubbock, Texas.  The acquisition is expected to significantly expand XFONE’s service area and creates a diversified communications services company with combined annualized revenues and EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) exceeding $114 million and $13 million, respectively based upon the first six months of 2007 unaudited results.  The acquisition is expected to dramatically enhance XFONE’s revenues, cash flows, and profitability while concurrently positioning the company to take advantage of significant opportunities to drive future growth and profits through innovative service offerings and operating synergies.

The purchase price for the acquisition is $42 million (excluding acquisition related costs).  Given the strong cash flow and balance sheet of the combined company, XFONE expects to finance the acquisition primarily with debt financing and is currently in discussions with potential lenders to close a financing in conjunction with the consummation of the acquisition.

Completion of the acquisition is subject to certain conditions, including receipt of regulatory approvals where relevant.

NTS operates the largest “non-ILEC” telecommunications network in West Texas, providing local, long distance, broadband data, video and private line services to approximately 47,500 residential and business customers.   Based upon NTS’s unaudited six month results through June 30, 2007, NTS generated annualized revenues and EBITDA of approximately $68 million and $9.1 million, respectively.

NTS is regarded as the leading competitive telecommunications provider in the West Texas markets it serves; including Lubbock, Amarillo, Midland/Odessa, Abilene, Wichita Falls, Pampa and Plainview.  NTS operates through 21 ILEC central office collocation sites within its core areas and provides nationwide private line and regional long distance service as well as statewide, Midwest and northwest regional services to customers beyond its own network facilities through a variety of inter-carrier arrangements.  NTS serves a diverse and stable customer base that includes financial institutions, energy companies, medical enterprises, and governmental and educational entities.  NTS’s focus on superior customer care and account management has been rewarded by high customer satisfaction and low customer churn.
 
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NTS has invested over $23 million in developing a Fiber-to-the-Premise platform, which enables unique economies and allows NTS to provide a voice, data and cable “

 
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