Under the terms of the agreement, initially announced on March 27, 2000, IDT has issued and sold to Liberty Media 3,728,949 shares of IDT’s Common Stock at a price of $34.50 per share, resulting in total cash consideration of approximately $128.6 million. In addition to this investment, Liberty Media will have the right to nominate a director for election to IDT’s Board of Directors.
The newly issued shares purchased by Liberty Media will be exchangeable for shares of a new class of common stock, Class B Common Stock. This new class of shares is expected to be created within one year following the closing and to be quoted on the Nasdaq National Market. The Class B Common Stock will carry 1/10 of a vote per share and otherwise will have the same rights as Common Stock. Liberty Media has agreed not to sell its IDT shares for a period of one year after the closing of the sale, and will receive certain registration rights with respect to such shares.
Separately, the Company announced that the waiting periods under the
Hart-Scott-Rodino Antitrust Improvement Act expired, with respect to IDT’s
proposed sale of 14.9 million of its shares of Net2Phone (Nasdaq: NTOP) to a
consortium led by AT&T (NYSE: T) for $75 per share in cash. Net2Phone has
called a special meeting of its stockholders, to be held on July 6, 2000, to
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take the stockholder actions necessary to implement IDT’s and Net2Phone’s
transactions with AT&T. IDT is now working towards a proposed closing of the
transaction with AT&T in early August 2000, in the event that the required
stockholder approvals are obtained.
