NTOP Net2Phone (MM)

The independent committee of the Board of Directors of Net2Phone (NASDAQ: NTOP) responded yesterday to IDT's offer to acquire all of the outstanding shares of Net2Phone stock it does not presently own for $1.70 per share announced on June 28, 2005. The response was contained in a letter from the independent committee's legal counsel, Stephen Fraidin of Kirkland & Ellis, to Ira Greenstein, President of IDT. The letter stated: -0- *T "Dear Mr. Greenstein: I have been authorized by the committee of independent directors of Net2Phone, Inc. (the "Independent Committee") to respond on behalf of that committee to the letter sent by you, on behalf of IDT, stating that the Board of Directors of IDT has approved an offer (the "Proposed Offer") to purchase all outstanding shares of common stock of Net2Phone not owned by IDT or its affiliates, at a price of $1.70 per share. The Independent Committee, after reviewing the Proposed Offer, has concluded that the Proposed Offer is not acceptable. Please be advised that the Independent Committee invites you and other representatives of IDT to meet with the Committee and its advisors to discuss this situation. The Committee is in the process of retaining an impartial valuation firm to assess the value of the Net2Phone intellectual property assets. Also, please advise the Independent Committee whether IDT would be willing to sell its shares in Net2Phone to a third party, if that third party were willing to acquire all of Net2Phone. Regards, Stephen Fraidin" *T About Net2Phone Net2Phone provides VoIP PacketCable, SIP and wireless solutions around the world. As a leader in turn-key hosted VoIP telephony services, Net2Phone has routed billions of VoIP minutes globally, servicing more than 100,000 users in the US as well as hundreds of thousands of more overseas. Net2Phone provides partners with a SIP-based broadband telephony solution, calling cards, prefix dialing and enterprise services in over 100 countries. Net2Phone's PacketCable platform provides cable operators with the ability to deliver a high quality primary line-type service with features such as emergency calling. For more information about Net2Phone's products and services, please visit www.net2phone.com. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward- looking statements involve risks and uncertainties and actual results could differ materially from those discussed in the forward-looking statements. For this purpose, any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Certain factors may affect the Company's results, including those discussed in this Press Release and in the Company's filings with the Securities and Exchange Commission. All forward-looking statements and risk factors included in this document are made as of the date hereof, based on information available to the Company as of the date thereof, and the Company assumes no obligation to update any forward-looking statement or risk factors.