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IDT Corporation (NYSE: IDT, IDT.C) has initiated an offer to exchange
shares of its outstanding Common Stock (NYSE: IDT.C) for shares of Class
B Common Stock (NYSE: IDT). For each outstanding share of Common Stock,
IDT is offering to exchange one share of Class B Common Stock.
As of December 1, 2010, there were 3,728,654 shares of Common Stock
outstanding. The Company previously stated that the exchange offer is
being made to address the limited liquidity in the market for the Common
Stock and the resulting disparity in the trading prices between the two
classes of Common Stock — despite the fact that the equity rights
associated with the shares of each class are nearly identical.
Following the completion of the exchange offer, the Common Stock may be
delisted from the New York Stock Exchange.
Howard Jonas, who controls approximately 76% of the combined voting
power of IDT’s outstanding capital stock, will adjust his holdings of
IDT Class A Common Stock and Common Stock so as not to increase his
combined voting power as a result of the exchange offer.
The exchange offer is made upon the terms and conditions set forth in
the Offer to Exchange dated December 2, 2010, and the related Letter of
Transmittal, which have been filed with the Securities and Exchange
Commission and are being made available to holders of IDT Common Stock
(see below).
The offer will expire at 5:00 p.m. EST, on Tuesday, January 4, 2011,
unless extended by IDT. Tenders of shares of Common Stock must be made
prior to the expiration of the exchange offer and may be withdrawn at
any time prior to the expiration of the exchange offer.
The consummation of the exchange offer is conditioned on at least
1,115,970 shares of Common Stock being tendered and not properly
withdrawn in the exchange offer by IDT stockholders other than Mr. Jonas
and his affiliates.
This press release is for informational purposes only and is neither an
offer to purchase nor a solicitation to buy any shares of our Common
Stock, nor is it a solicitation for acceptance of the exchange offer.
The exchange is only being made by, and pursuant to, the terms of the
exchange offer documents, including the Offer to Exchange and the
related Letter of Transmittal, that IDT is distributing to holders of
its Common Stock. The Offer to Exchange and the related Letter of
Transmittal have also been filed today with the SEC as an exhibit to
IDT’s Schedule TO/Schedule 13E-3 and will be mailed to holders of its
Common Stock. Those documents contain details of the offer, including
complete instructions on the exchange process procedure along with the
transmittal forms and other data.
Holders of our Common Stock should read the exchange offer documents
because they contain important information. Stockholders can get the
exchange offer documents without charge from the website of the SEC at www.sec.gov.
Holders of our Common Stock will also be able obtain the exchange offer
documents from IDT without charge by directing a request to IDT
Corporation, 520 Broad Street, Newark, New Jersey 07102, Attention: Bill
Ulrey, Vice President-Investor Relations and External Affairs,
Telephone: (973) 438-3838.
IDT’s Board of Directors has approved the exchange offer. However,
neither IDT, nor its Board of Directors, makes any recommendation to any
stockholder as to whether to tender or refrain from tendering any
shares. IDT has not authorized any person to make any such
recommendation.
Forward-Looking Statements
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.
Exchange Offer Statement
This press release is for informational purposes only and is neither
an offer to buy nor the solicitation of an offer to sell any shares. The
exchange offer will be made solely by a definitive Offer to Exchange,
related Letter of Transmittal and other related documents that IDT is
sending to its holders of Common Stock. Each holder of our Common Stock
is urged to consult their tax advisor as to the particular tax
consequences of the exchange offer to such stockholder. The materials
have been included as exhibits to IDT’s exchange offer statement on
Schedule TO/ Schedule 13E-3, which was filed with the Securities and
Exchange Commission. These exchange offer materials contain important
information that stockholders are urged to read carefully before making
any decision with respect to the offer. Investors may obtain copies of
these documents for free from the Securities and Exchange Commission at
its website (www.sec.gov)
About IDT Corporation:
IDT
Corporation (www.idt.net)
is a consumer services company with operations 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.
IDT Corporation
Investor Relations
Bill Ulrey, 973-438-3838
invest@idt.net
