new afterhours filing by IDT re offer to NTOP:
(see url for full contents)
yahoo.brand.edgar-online.com
ITEMS 6, 7 AND 8.
Items 6, 7 and 8 are hereby amended and supplemented by adding the following thereto.
“Because we are no longer conditioning the Offer on our beneficially owning 90% of the Shares upon consummation of the Offer, it is possible that we will consummate the Offer but will not be able to effect a short-form merger immediately following consummation. We remain committed, however, to acquiring all common stock of Net2Phone owned by the unaffiliated stockholders at the Offer Price as soon as practicable. This could take some time, however, and we could face obstacles in our efforts to do so. For example, IDT does not control the Net2Phone Board, which is staggered. While we could act as a stockholder of Net2Phone and eliminate the provision in Net2Phone’s bylaws that requires a majority of Net2Phone’s disinterested directors to approve a merger with IDT, this may be insufficient as a majority of the Net2Phone Board could still oppose such a merger and it could take time before we could elect a majority of directors whom we believe would be in favor of such a merger (subject to the exercise of their fiduciary duties). Also, the settlement that we have negotiated with the plaintiffs in the pending stockholder litigation only applies to the Offer and a short-form merger and would not apply to a long-form merger. In any of these circumstances, we will explore all options available for the purpose of consummating the backend merger and may in the future pursue options that are different than or in addition to those set forth in the Offer to Purchase in order to effect the Merger.
However, at the present time we are not considering any options other than those set forth in the Offer to Purchase.
We continue to believe that the Offer is fair, both to those unaffiliated stockholders who tender their Shares in the Offer and to those unaffiliated stockholders who do not tender their Shares, even if the Offer is consummated without the 90% condition being satisfied. In addition to the factors set forth in “Special Factors – Section 3. Position of IDT, NTOP Acquisition and the Individual 13e-3 Affiliates Regarding the Fairness of the Offer and the Merger,” we note that stockholders who do tender their Shares in the Offer will avoid the delay and uncertainty that might be occasioned in connection with the backend merger. Stockholders who do not tender their Shares in the Offer will be subject to this delay and uncertainty but will have had the opportunity to have tendered in the Offer.” |
