NEWARK, N.J., March 2, 2018 /PRNewswire/ -- IDT
Corporation (NYSE: IDT) and Rafael Holdings, Inc. today
announced that the SEC has completed its review of the registration
statement and information statement related to the spin-off of
IDT's Rafael Holdings subsidiary to IDT stockholders. The
record date for IDT stockholders entitled to receive the
distribution of Rafael Holdings stock has been changed to
March 13, 2018, and the distribution
date for the spin-off has been changed to on or about March 26, 2018.
The timeline for the spin-off is as follows:
- The record date will be 5:00 PM
EDT on March 13, 2018;
- Beginning on March 12, 2018, the
entitlement to shares of Rafael Holdings Class B common stock will
trade on the NYSE American "when issued" market with the ticker
symbol "RFL WI". On the first day of trading following the
distribution date, "when issued" trading will cease, and
"regular-way" trading of Rafael Holdings Class B common stock will
begin on the NYSE American with the ticker symbol "RFL";
- Beginning on March 12, 2018, and
continuing through the distribution date, there will be two NYSE
markets in IDT Class B common stock: a "regular-way" market and an
"ex-distribution" market. Shares of IDT Class B common stock
exchanged in the "regular-way" market will trade with an
entitlement to receive shares of Rafael Holdings Class B common
stock through the distribution. Shares of IDT Class B common stock
exchanged in the "ex-distribution" market will trade without such
an entitlement;
- The spin-off will be effective at 11:59
p.m. EDT on the distribution date, which will be on or about
March 26, 2018. On the distribution
date, each eligible IDT stockholder will receive one share of
Rafael Holdings Class A common stock for every two shares of IDT
Class A common stock and one share of Rafael Holdings Class B
common stock for every two shares of IDT Class B common stock;
- IDT expects to receive a legal opinion from Goulston &
Storrs that the distribution should qualify as a tax-free
transaction for U.S. federal income tax purposes. However, cash
distributed in lieu of fractional shares generally will be taxable
to the recipient stockholders. Stockholders are urged to consult
their financial advisors and tax advisors regarding the particular
consequences of the distribution in their situation, including,
without limitation, the specific implications of selling IDT common
stock on or prior to the distribution date and the applicability
and effect of any U.S. federal, state, local and foreign tax
laws;
- Rafael Holdings Class B common stock has been assigned CUSIP #
75062E 106.
All statements above 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 IDT's 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.
IDT's filings with the SEC and Rafael
Holding's amended Form 10 Registration Statement provide
detailed information on such statements and risks, and should be
consulted along with this release. To the extent permitted under
applicable law, neither IDT nor Rafael Holdings assumes any
obligation to update any forward-looking statements.
About Rafael Holdings, Inc:
Rafael Holdings holds
commercial real estate assets and interests in two clinical stage,
oncology focused pharmaceutical companies. The real estate
holdings include properties in Newark and Piscataway, New Jersey and Jerusalem, Israel. The pharmaceutical
holdings consist of interests in Rafael Pharmaceuticals, Inc. and a
majority stake in Lipomedix Pharmaceuticals Ltd., both of which are
focused on development and commercialization of drugs in the
oncology space.
About IDT Corporation:
IDT Corporation (NYSE: IDT), through its IDT Telecom division,
provides telecommunications and payment services to individuals and
businesses primarily through its flagship Boss Revolution® and
net2phone® brands. IDT Telecom's wholesale business is a
leading global carrier of international long-distance calls.
For more information on IDT, visit www.idt.net.
View original content with
multimedia:http://www.prnewswire.com/news-releases/idt-and-rafael-holdings-announce-revised-timeline-for-spin-off-300607463.html
SOURCE IDT Corporation