IDT Corporation Commences Exchange Offer
December 02 2010 - 7:32PM
Business Wire
IDT Corporation (NYSE: IDT, IDT.C) has initiated an offer to
exchange shares of its outstanding Common Stock (NYSE: IDT.C) for
shares of Class B Common Stock (NYSE: IDT). For each outstanding
share of Common Stock, IDT is offering to exchange one share of
Class B Common Stock.
As of December 1, 2010, there were 3,728,654 shares of Common
Stock outstanding. The Company previously stated that the exchange
offer is being made to address the limited liquidity in the market
for the Common Stock and the resulting disparity in the trading
prices between the two classes of Common Stock -- despite the fact
that the equity rights associated with the shares of each class are
nearly identical.
Following the completion of the exchange offer, the Common Stock
may be delisted from the New York Stock Exchange.
Howard Jonas, who controls approximately 76% of the combined
voting power of IDT’s outstanding capital stock, will adjust his
holdings of IDT Class A Common Stock and Common Stock so as not to
increase his combined voting power as a result of the exchange
offer.
The exchange offer is made upon the terms and conditions set
forth in the Offer to Exchange dated December 2, 2010, and the
related Letter of Transmittal, which have been filed with the
Securities and Exchange Commission and are being made available to
holders of IDT Common Stock (see below).
The offer will expire at 5:00 p.m. EST, on Tuesday, January 4,
2011, unless extended by IDT. Tenders of shares of Common Stock
must be made prior to the expiration of the exchange offer and may
be withdrawn at any time prior to the expiration of the exchange
offer.
The consummation of the exchange offer is conditioned on at
least 1,115,970 shares of Common Stock being tendered and not
properly withdrawn in the exchange offer by IDT stockholders other
than Mr. Jonas and his affiliates.
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation to buy any shares
of our Common Stock, nor is it a solicitation for acceptance of the
exchange offer. The exchange is only being made by, and pursuant
to, the terms of the exchange offer documents, including the Offer
to Exchange and the related Letter of Transmittal, that IDT is
distributing to holders of its Common Stock. The Offer to Exchange
and the related Letter of Transmittal have also been filed today
with the SEC as an exhibit to IDT’s Schedule TO/Schedule 13E-3
and will be mailed to holders of its Common Stock. Those documents
contain details of the offer, including complete instructions on
the exchange process procedure along with the transmittal forms and
other data.
Holders of our Common Stock should read the exchange offer
documents because they contain important information. Stockholders
can get the exchange offer documents without charge from the
website of the SEC at www.sec.gov.
Holders of our Common Stock will also be able obtain the
exchange offer documents from IDT without charge by directing a
request to IDT Corporation, 520 Broad Street, Newark, New Jersey
07102, Attention: Bill Ulrey, Vice President-Investor Relations and
External Affairs, Telephone: (973) 438-3838.
IDT’s Board of Directors has approved the exchange offer.
However, neither IDT, nor its Board of Directors, makes any
recommendation to any stockholder as to whether to tender or
refrain from tendering any shares. IDT has not authorized any
person to make any such recommendation.
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.
Exchange Offer Statement
This press release is for informational purposes only and is
neither an offer to buy nor the solicitation of an offer to sell
any shares. The exchange offer will be made solely by a definitive
Offer to Exchange, related Letter of Transmittal and other related
documents that IDT is sending to its holders of Common Stock. Each
holder of our Common Stock is urged to consult their tax advisor as
to the particular tax consequences of the exchange offer to such
stockholder. The materials have been included as exhibits to IDT’s
exchange offer statement on Schedule TO/ Schedule 13E-3, which was
filed with the Securities and Exchange Commission. These exchange
offer materials contain important information that stockholders are
urged to read carefully before making any decision with respect to
the offer. Investors may obtain copies of these documents for free
from the Securities and Exchange Commission at its website
(www.sec.gov)
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.
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