IDT Corporation Announces Increase in Offer Price For Net2Phone Shares, Extension of Expiration Date of Tender Offer, Litigation Settlement
NEWARK, N.J. --(Business Wire)-- Dec. 13, 2005 -- IDT Corporation (NYSE:IDT, IDT.C)
-- Net2Phone Stockholders to Receive $2.05 Net Per Share in Cash for Each Net2Phone Share;
-- Tender Offer Extended to 5:00 p.m. on Wednesday, December 28, 2005; Settlement in Principle Reached with Plaintiffs in Challenge to the Offer
IDT Corporation (NYSE:IDT, IDT.C) today announced that NTOP Acquisition, Inc., a wholly-owned subsidiary of IDT, has increased its offer price for all outstanding shares of common stock of Net2Phone, Inc. (NASDAQ: NTOP) not already beneficially owned by IDT to $2.05 net per share in cash. IDT also announced that the expiration date for the tender offer has been extended to Wednesday, December 28, 2005 at 5:00 p.m. New York City time.
In connection with the increase in the offer price, IDT has entered into an agreement in principle with plaintiffs to settle pending litigation challenging the tender offer. The settlement is subject to court approval and certain other conditions.
All other terms and conditions of the offer remain the same, as set forth in the tender offer materials disseminated by IDT. In particular, the offer is subject to the non-waivable condition that it be accepted by holders of a majority of the outstanding shares of common stock of Net2Phone not owned by IDT and its affiliates. The offer is subject to the waivable condition that IDT directly or indirectly own at least 90% of the outstanding shares of common stock of Net2Phone following consummation of the offer. To the extent that IDT can satisfy the 90% condition by converting shares of Net2Phone class A common stock into shares of Net2Phone common stock while still maintaining its ownership of 90% of the outstanding shares of Net2Phone class A common stock, it will do so. If the offer is consummated, as promptly as practicable thereafter, IDT will effect a merger of Net2Phone with a subsidiary of IDT in which all remaining holders of Net2Phone common stock would receive the same consideration for their shares as the holders who tendered their shares received in the offer.
As of 5:00 p.m. New York City time on December 12, 2005, 24,945,813 Net2Phone shares had been tendered in the offer, not including shares tendered pursuant to notice of guaranteed delivery. Including tenders made pursuant to the guaranteed delivery procedures, a total of 25,950,261 shares were tendered, constituting approximately 52% of the outstanding shares and approximately 55% of the shares not owned by IDT. |
