hi art; i'm not taking it.
by the 25th of Nov., the independent committee will make a recommendation. They can take no position, say no or yes and why, or offer an alternative. idt probably wants the independent board members to have no comment. I don't know that it will be that way.
Collect4u spoke to fradin a couple of times, the committee's attorney, and he could say was that they were aware of what it meant to maximize shareholder value. And he spoke to Sarah Hofstetter, and she said each of the board members was very aware of their fiduciary reponsibility to minority shareholders. The Committee has been presented with information demonstrating some retail shareholders actually know something about the voIP operations Ntop is involved in, and might be anticipating. They were given incontrovertible evidence from the shareholder side there is an MCI/Ntop voIP trial, despite Alroy's no comment, comment. Someone accessed his NTOP voiceline account at the MCI website. It took them about 3 weeks to shut that off, after it was pointed out to them by various voIP bloggers.
Ntop made $18 million from Altice since the idt offer, and is after some $29 million more per the terms from that packetcable contract. Ntop had some $96 million before that, far more than the other independent voip providers. Jonas is paying something like $50 million of idt money for ntop, with his $2 offer .. made before that money came in.
Individuals in the ntop forum, and the forum as a whole, have corresponded with Blackstone (the valuating group), Fraidin, and the independent committee -- as well as phone calls to Fraidin. They represent some 2 million shares, and will vote no. That's almost as many as are held by the major institutional holders (in the top five).
A no vote gets you $2 but only if Jonas gets 50% yes votes. A yes vote gets you the same $2.
By the end of the day on the 25th of November, the independent committee make a statement. They did say the offer was unsolicited; and recommended shareholders take no action until they made their PR by the end of the day on the 25th. I think the offer closes the 12th of December. Ntop reports the 7th.
Ntop still hasn't come out with any of the Latin American strategic agreements they had on tap to report on this quarter; and there has been no mention of the voIP trial with MCI, which may be a violation of their fiduciary responsibility -- since a decision can't come from knowing all material events. Ntop does have that voIP trial with MCI.
So people are waiting for Ntop to say something, and forum members will still vote no.
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[November 11, 2005]
Special Committee of Net2Phone to Review IDT's Unsolicited Tender Offer; Advises Stockholders to Take No Present Action
NEWARK, N.J. --(Business Wire)-- Nov. 11, 2005 -- Net2Phone, Inc. (NASDAQ: NTOP) announced today, in response to IDT Corporation's (NYSE: IDT, IDTC) unsolicited tender offer for all of the outstanding shares of Net2Phone's common stock that IDT Corporation and its affiliates do not currently own for $2.00 per share in cash, net to the seller, without interest thereon, that the Independent Committee of Net2Phone's Board of Directors will examine and consider the offer. On or before November 25, 2005, the Independent Committee of Net2Phone's board of directors will advise holders of the Net2Phone common stock of whether it recommends acceptance or rejection of the tender offer, expresses no opinion and remains neutral toward the tender offer, or is unable to take a position with respect to the tender offer. At such time, the Independent Committee of the board of directors will include the reasons for its position taken with respect to the tender offer or its inability to take a position. In the meantime, Net2Phone requests all its stockholders to defer making any determination with respect to the tender offer until the Independent Committee of Net2Phone's board of directors has made its recommendation.
November 10, 2005]
IDT Corporation Announces Commencement of Tender Offer for Net2Phone Shares; Net2Phone Stockholders to Receive $2.00 Net Per Share in Cash for Each Net2Phone Share
NEWARK, N.J. --(Business Wire)-- Nov. 10, 2005 -- IDT Corporation (NYSE:IDT, IDT.C) today announced that NTOP Acquisition, Inc., a wholly-owned subsidiary of IDT, commenced an offer to purchase all outstanding shares of common stock of Net2Phone, Inc. (NASDAQ: NTOP) not already beneficially owned by IDT for $2.00 net per share in cash. IDT had previously announced its intention to make an offer for the Net2Phone shares. The expiration date for the tender offer is Monday, December 12, 2005, unless the offer is extended. On the expiration date, and assuming satisfaction or waiver of all conditions to the offer, all validly tendered shares not previously withdrawn will be accepted for purchase pursuant to the terms of the offer and paid for promptly. |
