IDT CORPORATION ANNOUNCES EXTENSION OF TENDER OFFER FOR OUTSTANDING STOCK OPTIONS; Offer to Expire at 5:00 p.m., New York City Time, on Wednesday, April 5, 2006

Newark, N.J., March 24, 2006 IDT Corporation (NYSE:IDT, IDT.C) today announced that the expiration date for the offer to purchase from eligible optionees outstanding stock options to purchase shares of IDT Class B common stock for $2.00 per share in cash has been extended to Wednesday, April 5th at 5:00 p.m., New York City time.  On the expiration date, all validly tendered options not previously withdrawn will be accepted for purchase pursuant to the terms of the offer and paid for promptly thereafter. As of 5:00 p.m. New York City time on March 23, 2006, options to purchase 6,070,444 shares of IDT Class B common stock had been tendered in the offer.

This press release is intended for informational purposes only and is not an offer to buy, a solicitation of an offer to sell or a recommendation to sell any options to purchase shares of Class B common stock. The solicitation of offers to sell options to purchase shares of Class B common stock is made pursuant to a tender offer statement on Schedule TO as amended, an offer to purchase as amended and related materials filed with the SEC.  Holders of options are urged to read the tender offer statement, the offer to purchase, and other relevant documents filed with the SEC because they contain important information. Holders of options can obtain the tender offer statement and other publicly filed documents without charge from the web site maintained by the SEC at www.sec.gov or from IDT without charge by directing a request to IDT Corporation, 520 Broad Street, Newark, New Jersey, Attention: Investor Relations, Telephone: (973) 438-1000. A copy of this press release will be available on IDTs website at www.idt.net in the About IDT Press Releases section.

IDT Corporation, through its IDT Telecom subsidiary, is a facilities-based, multinational carrier that provides a broad range of telecommunications services to retail and wholesale customers worldwide. IDT Telecom, by means of its own international telecommunications backbone and fiber optic network infrastructure, provides its customers with integrated and competitively priced international and domestic long distance and domestic all-distance telephony and prepaid calling cards. IDT Entertainment is the IDT subsidiary that is focused on developing, acquiring, producing and distributing computer-generated and traditionally animated productions and other productions for the film, broadcast and direct-to-consumer markets. IDT Capital is the IDT division principally responsible for IDTs initiatives in radio broadcasting, brochure distribution and new technologies. Net2Phone, Inc., a subsidiary of IDT Corporation, is a provider of high-quality global retail Voice over IP services and offers a fully outsourced cable telephony service to cable operators allowing cable operators to provide residential phone service to their subscribers. IDT Corporations Class B Common Stock and Common Stock trade on the New York Stock Exchange under the ticker symbols IDT and IDT.C, respectively.

IDT ANNOUNCES COMPLETION OF ACQUISITION OF NET2PHONE

NEWARK, NJ — March 13, 2006 — IDT Corporation (NYSE: IDT, IDT.C) today announced that its wholly-owned subsidiary, NTOP Acquisition, Inc., has merged with and into Net2Phone, Inc., a leading Voice over IP (VoIP) enabler for service providers.  Net2Phone, Inc. is now a wholly-owned subsidiary of IDT.

On Friday, March 10, 2006, Net2Phone stockholders consented to the adoption of the merger agreement and the approval of the merger following a consent solicitation by Net2Phone.  As of March 3, 2006, the record date for the consent solicitation, IDT beneficially owned approximately 82.5% of the outstanding equity of Net2Phone and approximately 87.2% of the outstanding voting power of Net2Phone.  IDT provided its consent with respect to all of its Net2Phone shares.

The merger was completed pursuant to the Agreement and Plan of Merger previously entered into among IDT, NTOP Acquisition and Net2Phone.  The remaining stockholders of Net2Phone will receive the same consideration of $2.05 per share in cash as was received by the Net2Phone stockholders who tendered in the offer.  As result of the merger, shares of Net2Phone capital stock are no longer publicly traded.

About IDT

IDT Corporation, through its IDT Telecom subsidiary, is a facilities-based, multinational carrier that provides a broad range of telecommunications services to retail and wholesale customers worldwide. IDT Telecom, by means of its own international telecommunications backbone and fiber optic network infrastructure, provides its customers with integrated and competitively priced international and domestic long distance and domestic all-distance telephony and prepaid calling cards. IDT Entertainment is the IDT subsidiary focused on developing, acquiring, producing and distributing computer-generated and traditionally animated productions and other productions for the film, broadcast and direct-to-consumer markets. IDT Capital is the IDT division principally responsible for the Company’s initiatives in brochure distribution, retail energy and new technologies. Net2Phone, Inc., a subsidiary of IDT Corporation, is a provider of high-quality global retail Voice over IP services and offers a fully outsourced cable telephony service to cable operators allowing cable operators to provide residential phone service to their subscribers.

IDT Corporation’s Class B Common Stock and Common Stock trade on the New York Stock Exchange under the ticker symbols IDT and IDT.C respectively.

About Net2Phone

Net2Phone provides VoIP PacketCable, SIP and wireless solutions around the world. As a leader in turn-key hosted VoIP telephony services, Net2Phone has routed billions of VoIP minutes globally, servicing more than 100,000 users in the US as well as hundreds of thousands of more overseas. Net2Phone provides partners with a SIP-based broadband telephony solution, calling cards, prefix dialing and enterprise services in over 100 countries. Net2Phone’s PacketCable platform provides cable operators with the ability to deliver a high quality primary line-type service with features such as emergency calling. For more information about Net2Phone’s products and services, please visit www.net2phone.com.

IDT Reports Results for Second Quarter Fiscal 2006


NEWARK, NJ — March 8, 2006 — IDT Corporation (NYSE: IDT, IDT.C) announces operating results for the second quarter of fiscal 2006, the three months ended January 31, 2006.
 

  • Revenues increased 3.7% to $615.7 million from $593.5 million in the second quarter of fiscal 2005.
  • The net loss from continuing operations for the second quarter of fiscal 2006 was $58.7 million, or ($0.61) per share, compared to a net loss of $20.7 million, or ($0.22) per share, in the second quarter of fiscal 2005.

·         As of January 31, 2006, cash, cash equivalents, and restricted cash and marketable securities stood at $700.0 million.

·         Our financial results for fiscal years 2005 and 2006 now reflect a reclassification of Corbina Telecom as a discontinued operation.

The following table summarizes the operating performance of IDT’s business segments1: 

 

 

Revenues

 

 

Income (Loss) from Operations

$ millions

Q2 ’06

Q1 ’06

Q2 ’05

 

Q2 ’06

Q1 ’06

Q2 ’05

IDT Retail Telecom

$368.2

$363.9

$397.3

 

($4.1)

$7.7

$12.8

IDT Wholesale Telecom

128.8

138.1

128.3

 

(7.3)

(6.1)

(3.7)

     IDT Telecom Total

497.0

502.0

525.6

 

(11.4)

1.6

9.1

IDT Entertainment

48.4

48.1

41.1

 

0.2

0.7

2.0

Voice over IP

25.1

21.6

18.1

 

(9.4)

(8.1)

(8.7)

IDT Capital

43.4

31.4

7.2

 

(3.8)

(3.6)

(3.5)

IDT Solutions

1.7

1.4

1.5

 

(18.4)

(6.2)

(14.9)

Corporate

 

 

(14.3)

(16.8)

(12.6)

     Total IDT

$615.7

$604.6

$593.5

 

($57.1)

($32.4)

($28.6)

“This was a challenging quarter for our telecom operations, which have faced unrelenting competitive pressures for some time,” said Jim Courter, CEO.  “In addition, while shedding our unprofitable Winstar operations, and disposing of our Russian telecom operations at a significant gain, we continued to invest in a mix of businesses, both within telecom, using our core competencies and infrastructure, and also in highly promising new areas, particularly in entertainment.  We believe this is the right course for the long term.”

 DEVELOPMENTS

·         The sale of Corbina, our Russian telecom business, for $145.7 million in cash, which we announced last quarter, closed on March 2.

·         On January 26, we announced that GVC Networks, of Detroit, Michigan, acquired the remaining operations and assets of our Winstar business, except for our nationwide spectrum assets.  The operations sold consisted mostly of existing contracts to provide telecommunications services to governmental customers.  In connection with the transaction, IDT paid Lucent $10 million in settlement of outstanding litigation. 

·         In the second quarter of fiscal 2006, we repurchased 3.1 million shares of IDT stock for $37.1 million.  Beginning with the fourth quarter of fiscal 2005 through January 31, 2006, we have repurchased a cumulative 6.4 million shares for $79.3 million.  We have Board authorization to acquire an additional 13.6 million shares.

·         On January 27, our tender offer for Net2Phone closed, and we acquired 33.2 million shares of Net2Phone for $68.3 million.  On February 17, we executed a merger agreement with Net2Phone.  Following the consummation of the merger, Net2Phone will be a privately held, wholly-owned subsidiary of IDT, and shares of Net2Phone common stock will cease to be quoted on the NASDAQ National Market and will be deregistered with the SEC.  The estimated additional consideration payable as a result of the merger will be approximately $28.1 million.

RESULTS OF OPERATIONS
IDT Telecom Line of Business Detail1
 

 

 

Revenues

 

 

             Gross Profit Margin

$ millions

Q2 ’06

Q1 ’06

Q2 ’05

 

Q2 ’06

Q1 ’06

Q2 ’05

Calling Cards

$301.6

$295.9

$306.5

 

20.4%

21.9%

22.4%

Consumer Phone Services

66.7

68.0

90.8

 

44.3%

46.7%

49.5%

Total Retail

368.2

363.9

397.3

 

24.7%

26.6%

28.6%

Wholesale

128.8

138.1

128.3

 

8.6%

9.0%

9.3%

        Total Telecom

$497.0

$502.0

$525.6

 

20.5%

21.7%

23.9%

Retail Telecom

  • Calling card revenues increased 1.9% versus the first quarter of fiscal 2006, and were 1.6% lower when compared to last year’s second quarter.   Both on a sequential basis as well as year-over-year, U.S. calling card revenues increased, while European calling card revenues declined, reflecting intensifying competition in some of our major European markets.
  • Consumer phone services revenues in the second quarter of fiscal 2006 were 26.6% lower than those recorded in the year-ago period and down 2.1% from the first quarter of fiscal 2006, with continuing declines in the United States outweighing the growth achieved in Europe.  The customer base for bundled unlimited local and long distance calling within the United States was approximately 188,000 as of January 31, 2006, compared to 202,000 customers as of October 31, 2005 and 300,000 customers as of January 31, 2005.   The declines in revenues and subscribers is a direct result of our decision to stop marketing our bundled service early in calendar 2005 in response to the FCC’s ruling that incumbent carriers are no longer required to lease elements of their local networks to competing carriers, such as IDT.

·         Through Toucan, the brand name under which we provide our consumer phone and data services in the U.K. and the Netherlands, we provided service to approximately 165,000 customers subscribing to more than 191,000 services (which include various residential phone services in addition to Internet and wireless phone services) as of January 31, 2006.

·         Retail Telecom gross margins narrowed to 24.7%, compared to 26.6% in the first quarter, and 28.6% in last year’s second quarter. This quarter witnessed gross margin declines across all of our major retail lines of business.  Gross margins for calling cards in both the United States and Europe were affected by intensified price competition as well as cost increases to several key destinations. Our U.S. consumer phone services business was affected by the higher cost structure called for in our wholesale services agreement with Verizon, which replaced the UNE-P regime, which was in place during the second quarter of last year.

·         Operating profits for our Retail Telecom business declined $16.9 million as compared to the year-ago period, pushing the division into its first quarterly operating loss since the fourth quarter of fiscal 2001.

 

Wholesale Telecom

·         Wholesale Telecom revenues decreased 6.7% sequentially, and were essentially unchanged from those of a year ago.

·         Both on a sequential basis as well as year-over-year, increases in minute volumes were offset by declines in per-minute price realizations, resulting in gross margin declines.

·         Internationally originated traffic represented 56% of total wholesale revenues during the second quarter, compared to 50% in the first quarter, and 45% in last year’s second quarter, as our wholesale carrier business becomes increasingly global.
 

IDT Entertainment

  • IDT Entertainment’s revenues increased both on a sequential basis as well as year-over-year, led by the growth in  our sales of proprietary productions.
  • Proprietary production revenues during the quarter were driven by television and foreign pre-sales of The Happy Elf, Masters of Horror and other direct to TV/DVD productions.
  • Our first feature film has been formally named “Everyone’s Hero, The Story of Yankee Irving.”  We have also obtained what we believe will be a more favorable movie release date – the weekend of September 15, 2006.
  • On February 2, we announced the appointment of Amorette Jones as EVP of Marketing.  Ms. Jones is an award-winning marketing veteran and former head of Worldwide Marketing for Artisan Pictures.  She oversaw unique marketing strategies, which have influenced the way the entire industry markets movies, for films such as The Blair Witch Project.
  • On February 23, we announced that the ABC Television Network picked up IDT Entertainment’s drama series Masters of Science Fiction.  The series will feature works from some of the most well known authors of science fiction.

IDT CONFERENCE CALL INFORMATION

Conference call today, March 8, 2006, at 5:15 PM Eastern Time.

  • From the U.S., 1-866-594-2183  passcode #7098806.
  • International callers, 1-973-935-8583 passcode #7098806
  • Replay available for one week at
    • 1-877-519-4471, passcode #7098806 for domestic callers,
    • or 1-973-341-3080, passcode #7098806 for international callers.
    • Webcast of the conference call at www.idt.net.  A direct link to the call on the website.  An archived copy of the call will be available at the IDT Website in the Investor Relations section’s Presentations for at least six months after the call. 
    • Financial and statistical information available on IDT’s website at www.idt.net in the “About IDT” Press Releases, and “About IDT” Investor Relations Presentations and Financial sections.

ABOUT IDT CORPORATION 

IDT Corporation is a multinational telecommunications, entertainment and technology company.  IDT conducts its business primarily through the following operating divisions: IDT Telecom, our largest division, offers retail and wholesale telecommunications services including calling cards, consumer local, long distance, and wireless services; IDT Entertainment operates our animation and home video entertainment businesses; IDT Capital develops and operates new business ventures; and Voice over IP consists primarily of Net2Phone, a provider of VoIP PacketCable, SIP and wireless solutions around the world.

In this press release, all statements that are not purely about historical facts, including, but not limited to, those with the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate,” “target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  While these forward-looking statements represent IDT’s current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors. These risks and uncertainties include, but are certainly not limited to the specific risks and uncertainties discussed in our reports filed with the SEC.  All forward-looking statements and risk factors included in this document are made as of the date hereof, based on information available to the Company as of the date thereof, and the Company assumes no obligation to update any forward-looking statements or risk factors.

 Footnotes

1           Columns in tables may not add due to rounding.

  click here for additional tables

Investor Contact:  Jonathan Levy   973-438-4496
Media Contact:    Gil Neilsen         973-438-3553

IDT Corporation Announces Completion of Sale of Corbina Telecom; IDT consummates divestiture of its Russian Telecom Business

Newark, N.J., March 3, 2006 – IDT Corporation (NYSE: IDT, IDT.C) today announced that it has sold its Corbina Telecom business to a consortium of institutional and private investors headed by Renova Capital, for approximately $146 million (U.S. Dollars).  Corbina operates a licensed full-service telecommunications business in Russia, offering a broad range of services throughout the 24 largest industrial areas in the Russian market.  Deutsche Bank advised IDT on the sale.

IDT Corporation, through its IDT Telecom subsidiary, is a facilities-based, multinational carrier that provides a broad range of telecommunications services to retail and wholesale customers worldwide. IDT Telecom, by means of its own international telecommunications backbone and fiber optic network infrastructure, provides its customers with integrated and competitively priced international and domestic long distance and domestic all-distance telephony and prepaid calling cards. IDT Entertainment is the IDT subsidiary that is focused on developing, acquiring, producing and distributing computer-generated and traditionally animated productions and other productions for the film, broadcast and direct-to-consumer markets. IDT Capital is the IDT division principally responsible for IDT’s initiatives in radio broadcasting, brochure distribution and new technologies. Net2Phone, Inc., a subsidiary of IDT Corporation, is a provider of high-quality global retail Voice over IP services and offers a fully outsourced cable telephony service to cable operators allowing cable operators to provide residential phone service to their subscribers. IDT Corporation’s Class B Common Stock and Common Stock trade on the New York Stock Exchange under the ticker symbols “IDT” and “IDT.C,” respectively.

Important Note: In this press release, all statements that are not purely about historical facts, including, but not limited to, those include the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate,” “target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent IDT’s current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors, including, but not limited to, those described in IDT’s most recent report on SEC Form 10-K (under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), which may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K and other filings IDT may make with the SEC.

IDT Corporation to Report 2nd Quarter Results March 8th Conference Call Scheduled for 5:15 PM (EST)

NEWARK, NJ – March 2, 2006 – Please join us for the IDT Corp. (NYSE: IDT and IDT.C) second quarter conference call when we report results for the period ended January 31, 2006, along with an update of our current financial status. Our conference call is scheduled for Wednesday, March 8, at 5:15 PM (EST). An earnings release will be available prior to the call.

We are pleased to offer two ways to participate in the conference call – via teleconference or webcast. You may access the webcast of our call by visiting the IDT Corporation website (www.idt.net). A direct link to the call will be found on the IDT Corp. home page, and at the following hyperlink: http://www.b2i.us/external.asp?b=566&id=22641&from=du&L=e or click here.

You will need Windows Media software to listen to the streaming feed of the conference call. Please allow at least 15 minutes to download any necessary audio software prior to the call.

If you choose to participate via telephone, the dial-in number is 1-866-594-2183 for domestic callers, and 1-973-935-8583 for international callers. Conference ID #7098806 will speed your connection to the call. Should you miss the call, you may access an archived copy at the IDT website (in the Investor Relations section’s Presentations), or via a replay at 1-877-519-4471 — passcode #7098806 for domestic callers, or 1-973-341-3080 — passcode #7098806 for international callers. The teleconference replay will be available for one week after the conference call. We look forward to your participation.

ABC TELEVISION NETWORK ORDERS IDT ENTERTAINMENT’S MASTERS OF SCIENCE FICTION SERIES FOR 2006/2007 BROADCAST SEASON

Newark, NJ and Los Angeles, CA, February 23, 2006 –  The ABC Television Network  has picked up IDT Entertainment’s drama series MASTERS OF SCIENCE FICTION, which will feature works from some of the most well known authors of science fiction.  Negotiations are underway to include works from Isaac Asimov (author of “I Robot” and “Nightfall”), Ray Bradbury (“The Martian Chronicles,” “Fahrenheit 451”), Harlan Ellison (“A Boy and His Dog,” “Jeffty is Five”), and Robert Heinlein (“The Puppet Masters,” “Stranger in a Strange Land”).  IDT Entertainment, in association with Industry Entertainment, will produce a minimum of six one-hour episodes of the series.  IDT Entertainment is a subsidiary of IDT Corporation (NYSE:IDT, IDT.C) an international telecom, entertainment, and technology company. 

“We’re delighted that MASTERS OF SCIENCE FICTION has found a broadcast home on ABC’s primetime lineup,” said John Hyde, COO of IDT Entertainment.   “ABC is the perfect venue for these interpretations of science fiction’s seminal literary voices.”

“With IDT Entertainment and Industry bringing such high-end talent, we’re very excited about this anthology,” said Quinn Taylor, ABC Senior Vice President, Movies and Miniseries.  “We’ve been trying to put together this kind of series because it has great potential to become appointment television.”       

Writer Michael Tolkin (“The Rapture,” “The Player”) will adapt and direct one episode.    Discussions are underway to feature such works as “The Discarded” by Harlan Ellison, “The Last Question” by Isaac Asimov, and for Ray Bradbury to adapt his own “Dark They Were, And Golden-Eyed.” 

“We are excited by the response we’re getting from the creative community,” says Industry Entertainment partner Keith Addis.  “We are in advanced discussions with distinguished screenwriters and directors to bring the works of these science fiction icons to a broad audience in the most compelling and entertaining way.”  

Production on the series will begin this May in Vancouver.  IDT Entertainment will handle worldwide sales and home entertainment distribution of MASTERS OF SCIENCE FICTION.

Morris Berger, Steve Brown and John Hyde are executive producers for IDT Entertainment.  Industry Entertainment’s Keith Addis, Brad Mendelsohn, and Andrew Deane are executive producers and Ben Browning and Adam Goldworm are co-producers. 

Industry Entertainment Partners, a leading talent management and production company, has produced award-winning films including sex, lies and videotape, Drugstore Cowboy, The Player, Requiem for a Dream, and Quills. 

IDT Entertainment is a vertically integrated entertainment company that develops, produces, and distributes proprietary and licensed entertainment content. 

Important Note:  In this press release, all statements that are not purely about historical facts, including, but not limited to, those with the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate, “target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  While these forward-looking statements represent IDT’s current judgment of what  may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors, including, but not limited to, those described inIDT’s  most recent report on SEC Form 10-K (under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), which may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K and other filings IDT may make with the SEC.

 

IDT AND NET2PHONE AGREE TO MERGER; NET2PHONE STOCKHOLDERS TO RECEIVE $2.05 PER SHARE IN CASH

NEWARK, NJ — February 17, 2006 — IDT Corporation (NYSE: IDT, IDT.C), an international telecom, entertainment and technology company, and Net2Phone, Inc. (NASDAQ: NTOP), a leading Voice over IP (VoIP) enabler for service providers, jointly announced today that they have executed a merger agreement, dated February 17, 2006, providing for the acquisition of Net2Phone by IDT.  Under the terms and subject to conditions described in the merger agreement, NTOP Acquisition, Inc., a wholly-owned subsidiary of IDT, would merge with and into Net2Phone, with Net2Phone continuing as the surviving corporation.  If the merger is consummated, each issued and outstanding share of common stock and Class A common stock of Net2Phone, other than shares held by IDT or its subsidiaries or as to which dissenters’ rights have been perfected, will be canceled and converted automatically into the right to receive $2.05 in cash, without interest.  This is the same price per share paid by IDT in its tender offer for Net2Phone common stock that expired after a subsequent offer period on January 27, 2006, in which IDT acquired approximately 31.6 million Net2Phone shares.

Following the merger, Net2Phone will be a privately held, wholly-owned subsidiary of IDT, and shares of Net2Phone common stock will cease to be quoted on the Nasdaq National Market and will be deregistered under the Securities Exchange Act.  The aggregate consideration payable in the merger would be approximately $28.1 million.

The transaction has been approved unanimously by both the Net2Phone board of directors, following the recommendation of the Independent Committee of the Net2Phone board of directors, and the IDT board of directors.  During the course of its deliberations, the Independent Committee has been advised by Kirkland & Ellis, LLP as legal advisor and The Blackstone Group, L.P. as financial advisor.  Prior to making its determination, the Independent Committee received the opinion of The Blackstone Group, L.P. that, as of February 16, 2006 and subject to certain qualifications set forth in the opinion, the consideration of $2.05 per share in cash, without interest, in the proposed merger is fair to the holders of shares of Net2Phone’s capital stock (other than IDT and its subsidiaries) from a financial point of view.

Net2Phone expects to file solicitation materials with the Securities and Exchange Commission (the “Commission”) to seek stockholders’ written consents to approve and adopt the merger and the merger agreement as promptly as practicable, and expects to close the merger promptly following receipt of the requisite stockholder approval, subject to the closing conditions described in the merger agreement.  The Net2Phone board of directors is recommending that Net2Phone’s stockholders approve the transaction.

As of February 1, 2006, Net2Phone shares beneficially owned by IDT represented approximately 87.2% of the voting power of Net2Phone’s outstanding capital stock.  IDT has informed the Independent Committee that it intends to grant its consent in favor of the merger agreement and the merger.  The consent of the shares controlled by IDT is sufficient under Delaware law to adopt the merger agreement and approve the merger.  Accordingly, if the other conditions in the merger agreement are satisfied, Net2Phone is likely to complete the merger whether or not its remaining shareholders grant their consent.

About Net2Phone

Net2Phone provides VoIP PacketCable, SIP and wireless solutions around the world.  As a leader in turn-key hosted VoIP telephony services, Net2Phone has routed billions of VoIP minutes globally, servicing more than 100,000 users in the US as well as hundreds of thousands of more overseas.  Net2Phone provides partners with a SIP-based broadband telephony solution, calling cards, prefix dialing and enterprise services in over 100 countries.  Net2Phone’s PacketCable platform provides cable operators with the ability to deliver a high quality primary line-type service with features such as emergency calling. For more information about Net2Phone’s products and services, please visit www.net2phone.com.

About IDT

IDT Corporation, through its IDT Telecom subsidiary, is a facilities-based, multinational carrier that provides a broad range of telecommunications services to retail and wholesale customers worldwide.  IDT Telecom, by means of its own international telecommunications backbone and fiber optic network infrastructure, provides its customers with integrated and competitively priced international and domestic long distance and domestic all-distance telephony and prepaid calling cards.  IDT Corporation directly and through its wholly-owned subsidiaries beneficially owned approximately 64.8 million shares of Net2Phone capital stock representing approximately 82.5% of Net2Phone’s outstanding equity interest and approximately 87.2% of Net2Phone’s voting interest as of February 1, 2006.

Important Additional Information and Where to Find It

Net2Phone will file with the SEC a consent solicitation statement, and Net2Phone and IDT will file with the SEC other documents, regarding the proposed merger referred to in this press release.  Investors are urged to read the solicitation statement and other relevant materials when they become available because they will contain important information.  A definitive solicitation statement will be sent to Net2Phone stockholders seeking their consent for the transaction.  Investors may obtain a free copy of the solicitation statement and other documents filed by Net2Phone with the Commission at the Commission’s website at www.sec.gov, or by directing a request t Net2Phone, Inc., 520 Broad Street, Newark, NJ 07012, Attention: Investor Relations.  Investors may also obtain a free copy of any documents filed by IDT with the Commission at the Commission’s website at www.sec.gov, or by directing a request t IDT Corporation, 520 Broad Street, Newark, NJ 07012, Attention: Investor Relations, Telephone: (973) 438-1000.  A copy of this press release will be available on IDT’s website at www.idt.net in the “About IDT” Press Releases section.

Howard S. Jonas, a director of the Company, and James A. Courter, Vice-Chairman of the Company’s board of directors, are also directors of IDT and will be subject to Rule 13e-3 promulgated under the Securities Exchange Act of 1934.  In addition, Net2Phone and its other officers and directors may, under the rules of the Commission, may be deemed to be participants in the solicitation of consents in connection with the proposed merger.  Investors may obtain additional information regarding the interests of such participants by reading the solicitation statement when it becomes available. 

IDT Entertainment Appoints Amorette Jones Executive Vice President, Marketing

Newark, N.J., February 2, 2006 – IDT Entertainment is pleased to announce the appointment of Amorette Jones as Executive Vice President of Marketing. Ms. Jones, an award-winning marketing veteran and former head of Worldwide Marketing for Artisan Pictures, will be responsible for all marketing and branding strategies for IDT Entertainment. She will report to Neil Braun, IDT Entertainment’s President of Feature Films & Television. Ms. Jones will spearhead all advertising, publicity, promotions, and licensing efforts for the company’s film, television, and new media properties.  IDT Entertainment is a subsidiary of IDT Corporation (NYSE: IDT, IDT.C), an international telecom, entertainment and technology company.

“Amorette Jones is one of the brightest marketing minds in the Entertainment business,” says Neil Braun. “Her unique promotional strategies on films such as The Blair Witch Project have influenced the way the industry markets movies.  Amorette’s outstanding track record as a marketing innovator made her the natural choice for IDT Entertainment.”  

“IDT Entertainment is a young and vibrant company with key creative alliances, and smart veteran executives guiding its course,” says Ms. Jones.  “I’m thrilled to be part of the team that will help the company in its ascent.” 

Ms. Jones’ first priority will be IDT Entertainment’s first full-length CG-animated feature film, Yankee Irving, which features a voice cast led by Rob Reiner, Whoopi Goldberg, William H. Macy, Brian Dennehy, and Mandy Patinkin.  The film is currently in production at IDT Entertainment’s studio in Toronto and will be released in August 2006 through the company’s multi-picture distribution deal with Twentieth Century Fox.     

Prior to a recent stint as a marketing consultant, Ms. Jones was Executive Vice-President of Worldwide Marketing at Artisan Pictures from 1998-2003.

While at Artisan, Ms. Jones oversaw the widely acclaimed Internet and grass roots campaigns for The Blair Witch Project, which included the production of a mockumentary for The Sci-Fi Channel, a novelization, bestselling soundtrack, and an award-winning website. At Artisan, Ms. Jones supervised a number of other marketing campaigns that utilized non-traditional promotional platforms to stimulate interest in the mainstream media for such films as Darren Aronofsky’s Pi and Requiem for a Dream, Steven Soderbergh’s The Limey, Jim Jarmusch’s Ghostdog: The Way of the Samurai, Jonah: A Veggie Tales Movie, National Lampoon’s Van Wilder, Jon Favreau’s Made, Miguel Arteta and Mike White’s Chuck and Buck, Wayne Wang’s Center of the World, John Waters’ Cecil B. Demented and Marvel’s The Punisher .  

Ms. Jones also had a key role in devising and executing successful marketing strategies for Artisan documentaries, including the Academy Award®- nominated Buena Vista Social Club, Startup.com, Standing in the Shadows of Motown and the surfing film StepInto Liquid, among many others.  Additionally, Jones spearheaded Artisan’s entry into the consumer products arena. 

As Executive Vice-President of Marketing at Loud Records/Steve Rifkind Company (SRC) from 1996-1998, Ms. Jones forged partnerships between multi-platinum recording acts with corporate and entertainment partners including Mountain Dew, Converse, Tommy Hilfiger, MGM, New Line Cinema and Vibe and Source Magazines.

From 1994-1996, Ms. Jones was Vice-President, National Field Operations at MGM/UA, supervising campaigns for such films as Leaving Las Vegas, Get Shorty, GoldenEye, and The Birdcage.  During her tenure at Orion Pictures from 1993-1994, she counted the Robocop film series among her projects.  While a member of the Columbia/TriStar field operations team from 1992-1993, she worked on campaigns for Academy Award- winners Dracula and A River Runs Through It, as well as Sleepless In Seattle, A League of Their Own, Basic Instinct, and In The Line of Fire, among others. She began her career in 1990 in the Universal Pictures marketing department working on such projects as Cape Fear, Fried Green Tomatoes, Kindergarten Cop,  Mo’ Better Blues, and Jungle Fever. 

Ms. Jones is the recipient of numerous professional awards, including being named to the following prestigious lists:  License Magazine Top 40 Under 40; Ad Age Top 100 Marketer of the Year, Advertising Age Top 1,000 Ideas of the Decade, as well as Key Art Award nominations, a Webby Award for Requiem for a Dream, and the Publicists Guild Honor of Distinction for A River Runs Through It and A League of Their Own.

Ms. Jones is based in IDT Entertainment’s Los Angeles offices. 

IDT Entertainment is a vertically integrated entertainment company that develops, produces, and distributes proprietary and licensed entertainment content.  IDT Entertainment is a subsidiary of IDT Corporation (NYSE: IDT, IDT.C), an international telecom, entertainment, and technology company.

IDT CORPORATION ANNOUNCES COMMENCEMENT OF TENDER OFFER FOR OUTSTANDING STOCK OPTIONS; Holders of Outstanding Stock Options to Receive $2.00 Net Per Share in Cash for Each Share of IDT Class B Common Stock Underlying Such Options

Newark, N.J., February 1, 2006 – IDT Corporation (NYSE:IDT, IDT.C) today announced that it has commenced an offer to purchase from eligible optionees outstanding stock options to purchase shares of IDT Class B common stock for $2.00 per share in cash. The expiration date for the tender offer is 5:00 p.m., New York City time on Friday, March 24, 2006, unless the offer is extended or withdrawn. On the expiration date, all validly tendered options not previously withdrawn will be accepted for purchase pursuant to the terms of the offer and paid for promptly thereafter. As of January 31, 2006, there were outstanding options to purchase 15,139,743 shares of IDT Class B common stock that were eligible to be tendered in the tender offer.

This press release is intended for informational purposes only and is not an offer to buy, a solicitation of an offer to sell or a recommendation to sell any options to purchase shares of Class B common stock. The solicitation of offers to sell options to purchase shares of Class B common stock is made pursuant to a tender offer statement on Schedule TO, an offer to purchase and related materials filed with the SEC. Holders of options are urged to read the tender offer statement, the offer to purchase, and other relevant documents filed with the SEC because they contain important information. Holders of options can obtain the tender offer statement and other publicly filed documents without charge from the web site maintained by the SEC at www.sec.gov or from IDT without charge by directing a request to IDT Corporation, 520 Broad Street, Newark, New Jersey, Attention: Investor Relations, Telephone: (973) 438-1000. A copy of this press release will be available on IDT’s website at www.idt.net in the “About IDT” Press Releases section.

IDT Corporation, through its IDT Telecom subsidiary, is a facilities-based, multinational carrier that provides a broad range of telecommunications services to retail and wholesale customers worldwide. IDT Telecom, by means of its own international telecommunications backbone and fiber optic network infrastructure, provides its customers with integrated and competitively priced international and domestic long distance and domestic all-distance telephony and prepaid calling cards. IDT Entertainment is the IDT subsidiary that is focused on developing, acquiring, producing and distributing computer-generated and traditionally animated productions and other productions for the film, broadcast and direct-to-consumer markets. IDT Capital is the IDT division principally responsible for IDT’s initiatives in radio broadcasting, brochure distribution and new technologies. Net2Phone, Inc., a subsidiary of IDT Corporation, is a provider of high-quality global retail Voice over IP services and offers a fully outsourced cable telephony service to cable operators allowing cable operators to provide residential phone service to their subscribers. IDT Corporation’s Class B Common Stock and Common Stock trade on the New York Stock Exchange under the ticker symbols “IDT” and “IDT.C,” respectively.

IDT CORPORATION ANNOUNCES EXPIRATION OF SUBSEQUENT OFFERING PERIOD

Newark, N.J. – January 30, 2006 — IDT Corporation (NYSE:IDT, IDT.C) today announced the expiration of the subsequent offering period to the tender offer by NTOP Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of IDT, to purchase all of the outstanding shares of the common stock of Net2Phone, Inc. (NASDAQ: NTOP) not already beneficially owned by IDT for $2.05 net per share in cash. The subsequent offering period expired at 5:00 p.m., New York City time, on Friday, January 27, 2006.

Based upon a preliminary tally by Wachovia Bank N.A., the depositary for the offer, approximately 31,583,221 shares were validly tendered in the offer, including the subsequent offering period. The tendered shares, together with the Net2Phone shares already beneficially owned by IDT, represent approximately 80.52% of the outstanding equity of Net2Phone and approximately 85.75% of the outstanding voting power of Net2Phone. In addition, approximately 1,681,608 shares were tendered pursuant to guaranteed delivery procedures but have not yet been covered. IDT has accepted for payment all Net2Phone shares validly tendered and not withdrawn in the offer.

As promptly as practicable, IDT intends to take all action within its control to effect a merger of NTOP Acquisition with Net2Phone in which all remaining shareholders of Net2Phone common stock will receive the same consideration for their shares as the holders who tendered their shares in the offer.

A copy of this press release will be available on IDT’s website at www.idt.net in the “About IDT” Press Releases section.

IDT, through its IDT Telecom subsidiary, is a facilities-based, multinational carrier that provides a broad range of telecommunications services to retail and wholesale customers worldwide. IDT Telecom, by means of its own international telecommunications backbone and fiber optic network infrastructure, provides its customers with integrated and competitively priced international and domestic long distance and domestic all-distance telephony and prepaid calling cards. IDT Entertainment is the IDT subsidiary that is focused on developing, acquiring, producing and distributing computer-generated and traditionally animated productions and other productions for the film, broadcast and direct-to-consumer markets. IDT Capital is the IDT division principally responsible for IDT’s initiatives in radio broadcasting, brochure distribution and new technologies. Net2Phone, Inc., a subsidiary of IDT Corporation, is a provider of high-quality global retail Voice over IP services and offers a fully outsourced cable telephony service to cable operators allowing cable operators to provide residential phone service to their subscribers. IDT Corporation’s Class B Common Stock and Common Stock trade on the New York Stock Exchange under the ticker symbols “IDT” and “IDT.C,” respectively.