CLEC News

Covista Completes Capsule Acquisition

Wayne Kawamoto
Managing Editor, Clec-Planet

February 12, 2002 -- Covista Communications, Inc. ("Covista")(NASDAQ:CVST) announced that it has completed its acquisition of Capsule Communications Inc. ("Capsule")(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."

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