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IDT Corporation yesterday completed its previously announced exchange
offer of its outstanding Common Stock (NYSE: IDT.C) for shares of its
Class B Common Stock (NYSE: IDT).
As scheduled, the exchange offer expired at 5:00 p.m., EST, on Tuesday,
January 18, 2011. American Stock Transfer & Trust Company, the exchange
agent for the offer, has advised IDT that, based on the preliminary
results of the exchange offer, 1,916,560 shares of Common Stock were
tendered and not withdrawn (including shares guaranteed for delivery),
representing approximately 51% of the total outstanding shares of Common
Stock and 86% of the outstanding shares of Common Stock not controlled
by Howard Jonas, IDT’s Chairman and Chief Executive Officer. These
amounts are preliminary and subject to verification by the exchange
agent. The final results of the exchange offer will be announced
promptly following completion of the verification process which is
expected to occur on or around January 21, 2011. After the results have
been verified, the exchange agent will issue the shares of Class B
Common Stock in exchange for the shares of Common Stock accepted in the
exchange offer.
All shares that were validly tendered and not properly withdrawn have
been accepted for exchange pursuant to the terms of the exchange offer.
As a result of the completion of the exchange offer, based on the
preliminary results, IDT will have approximately 1,812,095 shares of
Common Stock and 17,544,374 shares of Class B Common Stock outstanding
as of the time immediately following the exchange of shares.
As disclosed in the Offer to Exchange, IDT intends to seek approval of
its stockholders to amend its certificate of incorporation so that each
remaining share of Common Stock will be converted and reclassified into
one share of Class B Common Stock. If the amendment is approved and the
related recapitalization is consummated, IDT will no longer have any
shares of Common Stock authorized or outstanding and will only have two
classes of common stock remaining – Class A Common Stock and Class B
Common Stock. Mr. Jonas has indicated that he intends to vote all shares
of IDT stock over which he exercises voting control in favor of the
amendment to the certificate of incorporation.
In addition, at the appropriate time, IDT intends to seek to delist the
Common Stock (IDT.C) from the New York Stock Exchange and de-register it
under the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder.
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.
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
