Subject to the Securities and Exchange Commission (“SEC”) declaring Holdings’ registration statement on Form 10 effective, on or about August 17, 2009 (the “Distribution Date”), the spin-off of Holdings will occur by way of a pro rata distribution of Holdings Class A common stock, Class B common stock and Class C common stock to IDT’s stockholders.
In the distribution, each IDT stockholder will receive one share of Holdings Class A common stock for every three shares of IDT common stock, one share of Holdings Class B common stock for every three shares of IDT Class B common stock, and one share of Holdings Class C common stock for every three shares of IDT Class A common stock, held at 5:00 p.m., New York City time, on August 3, 2009 (the “Record Date”). No action is required by IDT stockholders to receive the shares of Holdings common stock. As of June 3, 2009, there were a total of 23,875,773 shares of IDT Class A, Class B and common stock issued and outstanding.
Shares of IDT common stock and Class B common stock will continue to be traded on the New York Stock Exchange (the “NYSE”) with the entitlement to Holdings’ shares through the period leading up to and on 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 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 stock. Shares of IDT common stock and Class B common stock will continue to trade “regular way” on the NYSE through the period prior to, on, and after the Distribution Date.
IDT intends to apply to have the Holdings Class A common stock and Holdings Class B common stock quoted on the Over the Counter Bulletin Board and it is possible that, after establishing a market value in that forum, Holdings’ management will seek to have the Holdings Class A common stock and Holdings Class B common stock listed on an exchange.
About IDT Corporation:
IDT Corporation (www.idt.net ) 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 otherwise.
IDT Corporation Investor Relations
Bill Ulrey – (973) 438-3838