PRESS RELEASE (FINAL)
I-Link Incorporated: Counsel Corporation:
John Edwards, Chairman & CEO Stephen Weintraub, Sr. VP & Secretary
(801) 576-5026 (416) 866-3058
john@i-link.net
I-Link Investor Relations: Counsel Communications, LLC:
John Ames, CFO Gary Wasserson, President & CEO
(801) 238-0837 (212) 286-5015
johna@i-link.net
I-LINK AND COUNSEL CORPORATION ANNOUNCE
STRATEGIC AND CAPITAL PARTNERSHIP
COUNSEL ACQUIRES WINTER HARBOR'S MAJORITY
SHAREHOLDER POSITION IN I-LINK
PARTNERSHIP ACCELERATES JOINT STRATEGY TO CREATE PREMIER VOIP
TELECOMMUNICATIONS SERVICES PROVIDER AND GREATLY
SIMPLIFIES I-LINK'S CAPITAL STRUCTURE
DRAPER, Utah, and NEW YORK, New York, March 1, 2001. I-Link
Incorporated (Nasdaq: ILNK), an enhanced Internet Protocol voice and data
communications company, and Counsel Corporation (Nasdaq: CXSN / TSE: CXS), a
company providing financial and strategic management resources to enterprises
with innovative communications and information technologies, today announced
that they have executed agreements under which Counsel Communications, LLC,
Counsel's wholly-owned subsidiary, will make an initial $10 million capital
investment in I-Link. Additionally, Counsel and Winter Harbor, LLC, have
consummated the acquisition by Counsel of Winter Harbor's controlling interest
in I-Link.
Under separate agreement, Winter Harbor has surrendered the warrants it holds to
acquire 33,540,000 I-Link common shares back to I-Link in exchange for the
issuance by I-Link to Winter Harbor of 5,000,000 common shares.
The $10 million capital investment by Counsel will be in the form of 3-year debt
convertible into I-Link common shares at a conversion rate of $0.56 per common
share, representing 105% of the average closing transaction price of I-Link's
common shares over the consecutive five day trading period ending February 26,
2001, the date on which I-Link and Counsel executed a binding term sheet. I-Link
will immediately name two Counsel designees to its board of directors, and will
seek to obtain shareholder approval to appoint an additional three Counsel
designees, creating up to a nine member board that will include five Counsel
designees. The parties do not anticipate any change to the current management of
I-Link.
Counsel has agreed to immediately simplify I-Link's capital structure through
the conversion of all I-Link preferred and convertible securities acquired from
Winter Harbor, into approximately 62,000,000 I-Link common shares, constituting
approximately 65% of the then outstanding I-Link common shares.
Both I-Link and Counsel see these transactions as important steps in their
strategic initiative to expand I-Link's highly scaleable voice/data network
using IP technology. This platform will be further strengthened by the planned
merger of Counsel's Nexbell Communications, Inc. subsidiary into I-Link.
Nexbell, a designated Cisco Powered Network member in the Voice over Internet
Protocol (VoIP) category, operates a private, managed packet telephony network.
Nexbell delivers packet voice services to over 400 key metropolitan areas in the
United States. Together, I-Link and Nexbell would represent the most advanced
VoIP network in the world.
"I am very excited about the relationship we are announcing today," said John
Edwards, Chairman and CEO of I-Link. "It brings together two strategic partners,
I-Link and Counsel, who share a common vision and possess the collective
capacity to lead the changes occurring in delivery of next generation voice and
data services. Our great technology, strong management team, dedicated employees
and solid financial foundation will enable us to ensure the integrity of our
system and position us to achieve explosive growth. This growth will be achieved
through the continued delivery of reliable and robust telephony services to
existing customers, in addition to attracting new business through enhanced
services."
Gary Wasserson, President of Counsel Communications, continued, "By combining
I-Link's acclaimed technology with Nexbell's market position, the merged company
will achieve tremendous synergies and will be even better positioned to provide
customers with world-class enhanced services. Importantly, Nexbell's existing
customers will have access to I-Link's award-winning suite of products."
"The emerging telecommunications industry is undergoing dramatic change at this
time," stated Allan Silber, Chairman and Chief Executive Officer of Counsel
Corporation. "We believe that these market conditions will produce enormous
opportunities for value creation. With our technology platform in place and our
commitment to support existing I-Link management, we are in a solid position to
actively pursue opportunities to aggregate telephony traffic to deploy over our
highly scaleable next generation IP network. These activities, together with the
simplified, stable and transparent capital structure now established for I-Link
afford us an exciting opportunity to enhance shareholder value for both Counsel
Corporation and I-Link."
Counsel Corporation was advised by Kaufman Bros., L.P., an investment banking
firm serving the emerging communications marketplace. I-Link was advised by
Chela Technology Partners, L.L.C., an investment banking firm serving the
Internet industry.
ABOUT I-LINK
Headquartered in Draper, Utah, I-Link (Nasdaq: ILNK) is an enhanced voice/data
service provider. I-Link offers a full range of enhanced services such as
one-number call routing; caller screening; unified voice, fax, pager and e-mail
messaging; voice-and fax-on-demand; conference calling; and seamless call
transfer from cell phone to land-line and vice versa via a direct connection to
its nationally deployed Internet Protocol telephony network. I-Link's open
API-programming platform for enhanced IP communications, Gatelink, uses
softswitch technology to
rapidly create and deploy IP-based, enhanced communications services with
less expense and complexity. For further information, visit I-Link's website
at HTTP://WWW.I-LINK.COM.
ABOUT COUNSEL CORPORATION AND COUNSEL COMMUNICATIONS
Counsel Corporation (TSE:CXS/NASDAQ:CXSN) focuses on acquiring significant
positions in, and actively managing for growth, a portfolio of operating
companies that possess enabling technologies that provide a competitive
advantage for their end users and have the potential to contribute to the
transformation of the business environment. Counsel's strategic portfolio
investments include a 52% stake in sales and marketing intelligence systems
provider Proscape Technologies, Inc. (WWW.PROSCAPE.COM); a 33% stake in
e-marketer Impower, Inc. (WWW.IMPOWER.COM); a 28% stake in e-learning
application service provider IBT Technologies, Inc. (WWW.IBT-TECHNOLOGIES.COM);
and a 13% stake in Internet data communications and services provider Core
Communications Corporation (WWW.CORE.NET).
Counsel Communications LLC is a wholly owned subsidiary of Counsel Corporation.
Counsel Communications is focused on acquiring, consolidating and operating
Internet telephony and other telecommunications-related businesses. Counsel
Communications acquired Nexbell in August 2000. The Company's primary strategy
is to develop one of the nation's most sophisticated, next-generation
communications networks, providing efficient, leading-edge domestic and
international VoIP connectivity as well as other related "value-added" and
traditional telecommunications services.
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