buddy, when this started that was one of the things i was wondering about, i.e., do you have to vote no in order to preserve your rights to object.
since, on yahoo, there have been several posts saying that doing nothing is a no; and today there was one where the guy said his broker told him he didn't have to do anything if he wanted to vote no. i have seen a couple of other posts like that.
i have an online account, and the deadline for voting online through my broker was 7 this evening. i just checked (i already voted online, no) and the verbiage was that if i voted (hadn't voted and wanted to vote, or wanted to change my vote) the broker only can do it best efforts:
BUT, this is the voting form when I voted, which suggests that you EITHER vote yes and tender shares, or you vote no or do nothing and it's all the same that way -- go away and don't click anything, and it's a no, or click no and it's a no:
"What Has Occurred
• What is a tender offer?
• What happens if I don't participate?
• Is this the same as selling my shares/bonds?
• When will I receive the cash and/or stock?
more
Important terms:
Tender
Tender offer
Proration
more
NTOP Acquisition, Inc. (a wholly owned subsidiary of IDT Corporation) is offering to purchase all outstanding shares of Net2Phone, Inc. common stock. The purchase price is $2.00 net per share.
The offer is conditioned upon, among other things, the valid tender of that number of shares, not otherwise beneficially owned by IDT or it affiliates, that represents a majority of the shares outstanding prior to the commencement of the offer (the Majority of the Minority Condition).
If the offer is consummated, IDT will effect a merger of Net2Phone with NTOP
Acquisition, Inc. (the Merger) and all remaining shareholders will receive the same price per share as paid in the offer. Following the consummation of the offer, IDT intends to delist the Net2Phone shares from the NASDAQ and terminate the registration of the common stock.
The offering materials, mailed separately, contain important information that must be read in their entirety before any decision is made with respect to this offer.
...
Your Choices:
Tender - Tender all or a portion of your shares.
Decline/Take No Action - If you elect to decline this offer or no response is received you will continue to hold your shares. If the offer is consummated, IDT will effect a merger of Net2Phone with NTOP Acquisition, Inc. (the Merger) and all remaining shareholders will receive the same price per share as paid in the offer.
****
there were two check boxes. and i checked the second. some people may log off, and not having checked anything it is a 'no', thru 'taking no action.'
that seems to say you are okay. and other posters said they were told that no reponse is a no, so they didn't have to do anything. it was only if they voted yes that shares were tendered.
votes cast don't relate to the shareholder meeting. it is either done online, or a paper vote. i haven't seen a paper ballot; as i was set up online.
...if it passes, someone has to foot the bill for another valuation. that hasn't been approached yet by anything i've seen. i know one person with about 1% of the shares talked to an m&a attorney, but don't know the follow on from that. his was a no vote.
Monday, the 12th is the actual deadline. I don't know how long it will be after that that we get feedback.
So you should have voted online, or have received a ballot in the mail from your broker where you vote no. You don't go to the meeting and do it. The info voted on for the shareholder meeting has to do with ratifying directors, etc. That doesn't involve the IDT offer.
So these are thoughts, with broker info to me, and info re other posters who wondered about voting. Most of them weren't aware, like you were, that there may be a different level -- doing everything you can to preserve every right you have. If you have a paper ballot or can vote online, or can call your broker and vote, vote it. I simply don't know enough to be absolutely sure about that Delaware context, and i have wondered about specific state law and rights, but Schwab is saying don't do anything, and it's a still a no. By context, then not doing anything is a no vote. (Maybe the legalese is then if you vote yes, you haven't preserved any right to a valuation?)
i wanted to and did vote no. i wanted to actually say no, wanted to stand up and say it. we have to see what comes down the pipe next .... on its conference call tonite, courter at idt said the reason for the offer was so that ntop shareholders wouldn't have the burden of expenses at ntop. well, they won't have shares either. pretty strange rationalization to verbalize. defensive it seems to me. idt sure beat up ntop, a property they value as the best voip tech -- also a comment on the call.
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