IDT Corporation Announces Timing of CTM Media Holdings Spin-Off
July 23 2009 - 5:32PM
Business Wire
IDT Corporation (NYSE: IDT; IDT.C) today announced the record
date for the tax-free spin-off of CTM Media Holdings, Inc.
(�Holdings�), a wholly-owned subsidiary of IDT, to IDT�s
stockholders.
Subject to the Securities and Exchange Commission (�SEC�)
declaring Holdings� registration statement on Form 10 effective, on
or about August 17, 2009 (the �Distribution Date�), the spin-off of
Holdings will occur by way of a pro rata distribution of Holdings
Class A common stock, Class B common stock and Class C common stock
to IDT�s stockholders.
In the distribution, each IDT stockholder will receive one share
of Holdings Class A common stock for every three shares of IDT
common stock, one share of Holdings Class B common stock for every
three shares of IDT Class B common stock, and one share of Holdings
Class C common stock for every three shares of IDT Class A common
stock, held at 5:00 p.m., New York City time, on August 3, 2009
(the �Record Date�). No action is required by IDT stockholders to
receive the shares of Holdings common stock. As of June 3, 2009,
there were a total of 23,875,773 shares of IDT Class A, Class B and
common stock issued and outstanding.
Shares of IDT common stock and Class B common stock will
continue to be traded on the New York Stock Exchange (the �NYSE�)
with the entitlement to Holdings� shares through the period leading
up to and on the Distribution Date. This means that shares of IDT
common stock and Class B common stock will trade with an
entitlement to shares of Holdings Class A common stock and Class B
common Stock, respectively, distributed pursuant to the spin-off.
Therefore, if investors sell shares of IDT common stock or Class B
common stock at any time up to and including through the
Distribution Date, investors will be selling their right to receive
shares of Holdings� Class A common stock and Class B common stock,
respectively, in the spin-off.
Investors are encouraged to consult with their financial
advisors regarding the specific implications of buying or selling
IDT common stock. Shares of IDT common stock and Class B common
stock will continue to trade �regular way� on the NYSE through the
period prior to, on, and after the Distribution Date.
IDT intends to apply to have the Holdings Class A common stock
and Holdings Class B common stock quoted on the Over the Counter
Bulletin Board and it is possible that, after establishing a market
value in that forum, Holdings� management will seek to have the
Holdings Class A common stock and Holdings Class B common stock
listed on an exchange.
About IDT Corporation:
IDT Corporation (www.idt.net) is a consumer focused company
operating 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.
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.
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