Exhibit A, IDT SEC filing --
4. The Special Committee on behalf of Net2Phone has made the additional disclosures requested by Plaintiffs’ Lead Counsel, as set forth in Exhibit A hereto, in an amendment to its Schedule 14D-9.
EXHIBIT A
14D-9 DISCLOSURES
1. Identify the “disinterested directors” of Net2Phone who are not members of the Special Committee.
2. (a) Disclose more detail about the nature and status of the claim being asserted by Net2Phone against Altice One arising from the termination of its agreements with Altice One.
(b) The parties acknowledge that the disclosures requested in this section 2(a) may be restricted by confidentiality provisions in the Company’s agreements with Altice One and, therefore, may be restricted in order to comply with these provisions.
3. Page 16, paragraph 5: Identify the two deficiencies in the Company’s financial controls that the Company identified in the first fiscal quarter for 2005 and whether and when the Company remedied those two deficiencies.
4. Page 17, paragraph 7: Disclose the range of tentative valuations of the Company that the Independent Committee discussed on June 3, 2005, including the circumstances affecting such tentative valuations.
5. Page 25, paragraph 4: Explain in what respect, according to Kirkland & Ellis, the provisions relating to the material adverse effects condition and litigation condition were too broad and Kramer Levin’s responses to these statements. As this MOU would require an amendment to the Schedule TO, state whether IDT has amended the material adverse effects condition and litigation condition in response to Kirkland & Ellis’ comments and, to the extent IDT makes the Independent Committee aware of the same, IDT’s reasons, if any, for modifying or not modifying those conditions.
6. Page 26, second paragraph: Describe the proposals of the Independent Committee about which the Independent Committee authorized Mr. Fraidin to contact Mr. Dienstag.
7. Page 26, third paragraph: Disclose IDT’s response, if any, to the Independent Committee’s request to declare a special dividend if IDT did not increase its Offer Price.
8. Page 37, “Conditions of the Offer”: Identify which conditions, in the view of the Independent Committee, “provide IDT with significant discretion to determine not to complete the offer.”
9. Page 47, item 5: Disclose each of the fees received or to be received by Blackstone, including the amount of the “transaction fee” and the amount, if any, relating to any opinion (initial or subsequent) which Blackstone gave, will give, or stood ready to give.
10. Page 37:
(a) With regard to the statement that the Independent Committee did not ask Blackstone to provide an opinion as to fairness of the Offer Price, disclose whether the Independent Committee discussed whether to request such opinion and the reason why the Special Committee did not request such opinion.
(b) Disclose whether Blackstone was ready to deliver an informal or preliminary opinion, as to the fairness of the Offer Price, if it was requested to deliver any such opinion and if not, the reason why such opinion was not delivered to the Independent Committee.
(c) Disclose the views of the Independent Committee as to whether Blackstone should issue a fairness opinion.
11. (a) Disclose whether an assessment of the likelihood of additional payments from Altice One was requested by the Independent Committee from Blackstone, Net2Phone management or Kirkland & Ellis and, if so, their assessment of the likelihood and amounts of such payments.
(b) If Blackstone, Net2Phone management or Kirkland & Ellis could not make such assessment, discuss the issues that prevent such assessment.
12. Page 43-44:
(a) Identify the “comparable companies” referred to in the last sentence of Blackstone’s “Value of Ongoing Business” analysis.
(b) Disclose the range of values for each component of Blackstone’s “Value of Ongoing Business” analysis.
(c) Disclose the range of values for which $18.6 million is the midpoint.
(d) Describe the results of the comparable company analyses (and the companies used by Blackstone); likewise for the precedent transactions analyses and premiums analysis.
(e) Disclose whether Blackstone gave the Independent Committee any range or ranges of values for the potential recovery of additional amounts by the Company based on Altice One’s termination of the agreements with the Company.
13. Disclose the financial projections for base case and optimistic case cash flows from operations used by Blackstone in its “Value Of Ongoing Business” analysis.
14. Disclose that, under certain circumstances, shareholders who do not tender their shares could receive a higher price for their shares in a long-form merger.
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