IDT Corporation (NYSE: IDT; IDT.C) today announced that September 14,
2009 will be the distribution date for the pro rata tax-free spin-off of
the common shares of CTM Media Holdings, Inc., a wholly-owned subsidiary
of IDT, to IDT’s stockholders.
The registration statement filed under the Securities Exchange Act of
1934 became effective on September 8, 2009.
On the distribution date, each IDT stockholder will receive one share of
CTM Media Holdings Class A common stock for every three shares of IDT
common stock, one share of CTM Media Holdings Class B common stock for
every three shares of IDT Class B common stock, and one share of CTM
Media Holdings Class C common stock for every three shares of IDT Class
A common stock.
As of August 3, 2009, the record date for the distribution, there were a
total of approximately 3.3 million shares of IDT Class A, approximately
15.5 million shares of IDT Class B and approximately 4.2 million shares
of IDT common stock issued and outstanding.
No action is required by IDT stockholders to receive the shares of CTM
Media Holdings common stock.
CTM and IDT expect that CTM Media Holdings Class A common stock and
Class B common stock will be quoted on the Pink OTC Markets under the
symbols CTMM and CTMX, respectively, beginning on September 14, 2009,
the distribution date. The CUSIP number for Class A common stock is
22944D 104. The CUSIP number for Class B common stock is 22944D 203.
Shares of IDT common stock and Class B Common Stock will continue to
trade “regular way” on the New York Stock Exchange (the “NYSE”) through
the period leading up to the distribution date. This means that shares
of IDT common stock and Class B common stock will trade with an
entitlement to shares of Holdings Class A common stock and Class B
Common Stock, respectively, distributed pursuant to the spin-off.
Therefore, if investors sell shares of IDT common stock or Class B
common stock at any time up to and including through the distribution
date, investors will be selling their right to receive shares of CTM
Media Holdings’ Class A common stock and Class B common stock,
respectively, in the spin-off.
Investors are encouraged to consult with their financial advisors
regarding the specific implications of buying or selling IDT common
About CTM Media Holdings:
CTM Media Holdings is the holding company for: CTM Media Group (www.ctmmediagroup.com) –
a leading distributor of print and online advertising and information in
targeted North American tourist markets; Idea and Design Works, LLC (www.idwpublishing.com)
– IDW Publishing, a comic and book publisher with a diverse catalog of
licensed and independent titles including classic collections; and WMET
1160 AM (www.wmet1160.com)
-a paid programming radio station in the Washington, D.C. metropolitan
area. CTM Media Holdings Class A and Class B common stock are quoted on
the Pink OTC Markets under the ticker symbols CTMM and CTMX,
About IDT Corporation:
is a consumer focused company operating primarily in the
telecommunications and energy industries. 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.
In this press release, all statements that are not purely about
historical facts, including, but not limited to, those in which we use
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 our 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 our most recent report on SEC Form 10-K
(under the headings “Risk Factors” and “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.We are under no obligation, and expressly disclaim any
obligation, to update the forward-looking statements in this press
release, whether as a result of new information, future events or
IDT Corporation Investor Relations
Bill Ulrey, 973-438-3838
Les Rozner, 973-438-3848
Chief Financial Officer