12/23/05 -- IDT SEC filing
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The information set forth in the Offer to Purchase, including all schedules and annexes thereto, is hereby incorporated by reference in response to items 1 through 11 and 13 of this Schedule TO, and is supplemented by the information specifically provided herein.
ITEM 11.
Item 11 is hereby amended and supplemented by adding the following thereto:
“Between December 13, 2005 and December 22, 2005, counsel for IDT, counsel for the Independent Committee, counsel for Net2Phone and counsel for the plaintiffs in the actions described in the Offer to Purchase discussed modifications to the memorandum of understanding related to the settlement of such actions. The original memorandum of understanding provided for settlement of the actions and releases from all claims only in the event that IDT beneficially owned 90% or more of the outstanding shares of the Net2Phone common stock upon consummation of the Offer, and a short-form merger of Net2Phone with NTOP Acquisition was thereafter effected. As announced by IDT on December 20, 2005 and as reflected in an amendment to this Schedule TO, IDT has decided to waive the 90% condition to the Offer. On December 22, 2005, counsel for IDT and counsel for the plaintiffs entered into an amended memorandum of understanding providing for settlement of the actions and releases from all claims with respect to the Offer.
As of December 23, 2005, counsel for Net2Phone and counsel for the Independent Committee had not yet executed the revised memorandum of understanding. Counsel for the Independent Committee informed counsel for IDT that the Independent Committee was not willing to execute the revised memorandum of understanding unless IDT increased the Offer Price by an unspecified amount. IDT and the plaintiffs executed the revised memorandum of understanding without the participation of the Independent Committee. |
