To: BuddyB who wrote (1524 ) 11/27/2005 8:53:06 PM From: carreraspyder Respond to of 1556 i agree. re what to expect on the vote. can't tell yet. if it goes to no, there will probably be a drop back like before .. and they've spent money this quarter on attorneys and rollouts. so it's important to know that may come. then if idt doesn't make another offer, ntop can go to the merits, which imo are more than $2. it would have been better if idt had partnered, but it is not doing that as a first choice. evidently, idt has about about this from at least the beginning of the year .. when the share price was well over $3.00. they made the run when it dropped to the $1.40's each time. and at one point they were going for $2.20, but in attorney talk set up their offer at $2.00. none of those numbers are reasonable; they are self serving -- and the explanations are really self serving -- the share price dropped from $8 had ntop had a secondary; they set it at $4.50 and lost far, far more shareholder value than they got in cash. idt bought out liberty media at the end of last year, brought in an idt person to be the new ceo, changed the new board of directors -- and since the deployments hadn't started -- funds that had been in a long time -- from the crash -- exited, including rocker partners, a hedge fund which usually shorts, but was long in ntop. in its offer, idt said that it made the offer because the share price dropped in the first quarter -- making that offer at the end of july, when the share price was dollars lower. the share price dropped because of idt actions, and funds exiting, and ntop then no longer qualifying for the russell 2000. none of that had to do with voip operations. ntop's rollouts started in march, and were never mentioned in the idt offer. liberty media turned its ntop shares into idt shares at the end of 2004 for about $4.50. liberty has holding after holding it is trying to get a value assigned in the market, and so simplified its structure with ntop .. going to the parent, in which it already held shares. so liberty (john malone) now owns 17% of idt, and holds it. liberty has been doing that throughout its holdings, trying to figure out a way to increase its own value in shareholder eyes -- it has to become simpler to perceive, and more operationally oriented ... in its 2005 annual report, recently out, idt touted ntop's cable telephony division. in the 'offer' it said the division was not being valued and gave it no value. the growth in ntop is expected to come from cable telephony. idt simply crossed the growth out of the equation. the whole point of ntop has been to go into cable telephony, and do wholesale voip globally to pay the bills. that is done at 40% margins. i expect this last quarter being reported on in december cost a lot. i will vote no. this weekend, i sent the independent board members and stephen fraidin, the attorney for the board, an email off another board ... re entertaining other offers. the issue is, idt has to say yes, and they NEED a vOIP solution ... just like at&t needed a voIP solution. IDT could partner though. one of the voip bloggers blogged that Amazon should go after ntop, and there was nothing in it for ntop shareholders to want to be owned by idt. "been there, seen that" he said. I don't think Amazon will go after ntop, as they haven't talked about doing voip a la skype and ebay, at any time to my knowledge. The point is though he also though there was nothing in it for ntop going back to idt; it's all for idt. and i actually think ntop can do enable cable telephony for cable companies if it is not seen as a 'telecom' like IDT most certainly is. there isn't a business advantage if a cable company doesn't want to work with a telecom carrier, and would rather work with a company that is know to be an independent voip provider. imo. good luck, thanks, and we will see.