IDT Corporation (NYSE: IDT) through its Genie Energy Ltd. (Genie)
subsidiary has filed an initial registration statement, including an
information statement, related to the anticipated spin-off of Genie to
IDT stockholders. The filed materials are available through the
Securities and Exchange Commission’s website at http://www.sec.gov/cgi-bin/browse-edgar?CIK=0001528356&action=getcompany.
Genie is a wholly-owned subsidiary of IDT that holds IDT’s energy assets
IDT Energy, an energy services company that resells electricity and
natural gas to residential and small business customers in New York,
New Jersey and Pennsylvania; and
A 99.3% interest in Genie Oil and Gas, which consists of (1) American
Shale Oil Corporation, which holds and manages a 50% interest in
American Shale Oil, LLC, an oil shale initiative in Colorado, and
(2) an 89% interest in Israel Energy Initiatives, Ltd., an oil shale
initiative in Israel.
IDT expects to execute the spin-off in late October 2011 after the
registration statement becomes effective.
“The spin-off of Genie is one of the key strategic moves we announced
last year to enable stockholders to realize the inherent value in IDT’s
businesses,” said Howard Jonas, Chairman and CEO of IDT and Chairman of
Genie. “The growing global demand for energy coupled with supply
disruptions caused by unrest in certain oil producing regions makes the
development of oil shale more important than at any other time in our
Claude Pupkin, CEO of Genie, said, “We believe that, as separate entity,
we will be better able to execute on our development plans for both our
IDT Energy retail supply business and our unconventional energy
projects. In the last year, IDT Energy has expanded its operations into
two new states. Genie Oil and Gas is pursuing an environmentally
sustainable approach to develop the vast oil shale resources in the
United States and Israel. Both businesses possess tremendous growth
The spin-off is intended to be tax-free to IDT and its shareholders. IDT
has received a Private Letter Ruling from the IRS to that effect, and
will receive an opinion from PriceWaterhouseCoopers LLP as to certain
related matters on which the IRS does not rule.
In connection with the spin-off, each IDT stockholder will receive one
share of Genie Class A common stock for every share of IDT Class A
common stock and one share of Genie Class B common stock for every share
of IDT Class B common stock.
As of August 25, 2011, there were a total of approximately 1.6 million
shares of IDT Class A common stock, and approximately 21.1 million
shares of IDT Class B common stock issued and outstanding.
No action is required by IDT stockholders to receive the shares of Genie
Genie will apply to have the Genie Class B common stock listed on the
New York Stock Exchange under the ticker symbol “GNE”.
Shares of IDT Class B Common Stock will continue to trade on the New
York Stock Exchange under the symbol “IDT”.
Investors are encouraged to consult with their financial advisors
regarding the specific implications of buying or selling IDT common
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
and in the Information Statement referred to above (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 SEC filings. 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:
About Genie Energy Ltd.:
Genie Energy Ltd (Genie) is a wholly owned subsidiary of IDT Corporation
(NYSE: IDT). IDT has announced plans to spin-off Genie to shareholders
as a separate publicly traded company. Genie is comprised of IDT Energy,
a reseller of electricity and natural gas to retail customers, and Genie
Oil and Gas (GOGAS). GOGAS is pioneering technologies to produce clean
and affordable transportation fuels from the world’s abundant oil shales
and other unconventional fuel resources. GOGAS contains Genie’s
interests in oil shale development initiatives in Colorado and Israel.
Bill Ulrey, 973-438-3838