Engin Yesil

FOR IMMEDIATE RELEASE
(Free-Press-Release.com) April 2, 2004 -- DALLAS, TX (PRWEB) March 29, 2004--WorldQuest Networks Inc. (NasdaqNM:WQNI - News) an international Internet telephony and financial services company, agreed to merge with Ntera Holdings Inc., a privately held provider of voice-over-Internet-protocol services based in Miami.

In a press release Wednesday, WorldQuest said it expects the combined company to generate more than $150 million in annual revenue from its wholesale and higher-margin retail components. WorldQuest had revenue of $11.5 million in 2002; for the first nine months of 2003, revenue totaled $7.6 million.



Because the merger agreement calls for the combined company to relocate its executive headquarters in Miami, WorldQuest Chief Executive R. Stephen Polley resigned his executive position and seat on the board. WorldQuest named founder and Chairman B. Michael Adler chief executive to replace Polley. Adler will be replaced as chairman by director Robert A. Farmer. Farmer also replaces recently resigned director Gary W. Fiedler as chairman of WorldQuest's Audit Committee.



WorldQuest shares closed at $3.70 Tuesday.

Under the merger agreement, WorldQuest will be the surviving publicly traded company. However, existing Ntera stockholders will receive 80% of the common stock of the combined company, with existing WorldQuest stockholders owning the remaining 20%.



WorldQuest also agreed to extend a $2 million bridge loan to Ntera for network expansion.



The boards of both WorldQuest and Ntera have unanimously approved the merger, as have Ntera's stockholders. WorldQuest's Adler, who beneficially owns about 42% of the company's outstanding common stock, agreed to vote in favor of the merger. WorldQuest has about 6.4 million shares outstanding.

The merger agreement calls for the combined company's board to be composed of WorldQuest's four current directors and three new directors named by Ntera.



Ntera's controlling stockholder and Chief Executive Engin Yesil agreed not to exercise his voting rights to alter the composition of the WorldQuest board until the 2005 annual stockholders meeting.



Engin Yesil, who will control about 54% of the combined company's outstanding shares, will serve as President, Business Development, of the combined company, but won't sit on the board. Victor E. Grijalva will remain WorldQuest's vice president and chief financial officer after completion of the merger.

WorldQuest representatives weren't immediately available to say when the deal is expected to close or provide a dollar value for the transaction.



Shortly after the opening bell Wednesday, WorldQuest's shares traded at $4.06, up 36 cents, or 9.7%, on Nasdaq. Volume was 58,377 shares, compared with the stock's average daily trading volume of 33,775 shares.

engin yesil