IDT Corporation (NYSE: IDT; IDT.C) today announced the record date for
the tax-free spin-off of CTM Media Holdings, Inc. ("Holdings”), a
wholly-owned subsidiary of IDT, to IDT’s stockholders.
Subject to the Securities and Exchange Commission ("SEC”) declaring
Holdings’ registration statement on Form 10 effective, on or about
August 17, 2009 (the "Distribution Date”), the spin-off of Holdings will
occur by way of a pro rata distribution of Holdings Class A common
stock, Class B common stock and Class C common stock to IDT’s
stockholders.
In the distribution, each IDT stockholder will receive one share of
Holdings Class A common stock for every three shares of IDT common
stock, one share of Holdings Class B common stock for every three shares
of IDT Class B common stock, and one share of Holdings Class C common
stock for every three shares of IDT Class A common stock, held at 5:00
p.m., New York City time, on August 3, 2009 (the "Record Date”). No
action is required by IDT stockholders to receive the shares of Holdings
common stock. As of June 3, 2009, there were a total of 23,875,773
shares of IDT Class A, Class B and common stock issued and outstanding.
Shares of IDT common stock and Class B common stock will continue to be
traded on the New York Stock Exchange (the "NYSE”) with the entitlement
to Holdings’ shares through the period leading up to and on the
Distribution Date. This means that shares of IDT common stock and Class
B common stock will trade with an entitlement to shares of Holdings
Class A common stock and Class B common Stock, respectively, distributed
pursuant to the spin-off. Therefore, if investors sell shares of IDT
common stock or Class B common stock at any time up to and including
through the Distribution Date, investors will be selling their right to
receive shares of Holdings’ Class A common stock and Class B common
stock, respectively, in the spin-off.
Investors are encouraged to consult with their financial advisors
regarding the specific implications of buying or selling IDT common
stock. Shares of IDT common stock and Class B common stock will continue
to trade "regular way” on the NYSE through the period prior to, on, and
after the Distribution Date.
IDT intends to apply to have the Holdings Class A common stock and
Holdings Class B common stock quoted on the Over the Counter Bulletin
Board and it is possible that, after establishing a market value in that
forum, Holdings’ management will seek to have the Holdings Class A
common stock and Holdings Class B common stock listed on an exchange.
About IDT Corporation:
IDT
Corporation (www.idt.net)
is a consumer focused company operating primarily in the
telecommunications and energy industries. IDT Corporation’s Class B
common stock and common stock trade on the New York Stock Exchange under
the ticker symbols IDT and IDT.C, respectively.
In this press release, all statements that are not purely about
historical facts, including, but not limited to, those in which we use
the words "believe,” "anticipate,” "expect,” "plan,” "intend,”
"estimate, "target” and similar expressions, are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995.
While these forward-looking statements
represent our current judgment of what may happen in the future, actual
results may differ materially from the results expressed or implied by
these statements due to numerous important factors, including, but not
limited to, those described in our most recent report on SEC Form 10-K
(under the headings "Risk Factors” and "Management’s Discussion and
Analysis of Financial Condition and Results of Operations”), which may
be revised or supplemented in subsequent reports on SEC Forms 10-Q and
8-K.
We are under no obligation, and expressly disclaim any
obligation, to update the forward-looking statements in this press
release, whether as a result of new information, future events or
otherwise.