Net2Phone (NASDAQ:NTOP)
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Net2Phone, Inc. (NASDAQ: NTOP), a leading Voice over IP
(VoIP) enabler for service providers, announced today that it has
commenced the solicitation of written consents from the holders of its
common stock and Class A common stock to approve and adopt the merger
agreement among Net2Phone, IDT Corporation, an international telecom,
entertainment and technology company, and NTOP Acquisition, Inc., a
wholly-owned subsidiary of IDT, and the merger of NTOP Acquisition
with and into Net2Phone, with Net2Phone as the surviving corporation.
The merger, if approved by the requisite consent of Net2Phone's
stockholders, would complete the second and final step of a
going-private transaction. IDT completed the first step towards taking
Net2Phone private by consummating the IDT tender offer, constituting
the tender offer for shares of Net2Phone common stock that expired on
December 28, 2005, together with the subsequent offering period that
expired on January 27, 2006.
As of March 3, 2006, Net2Phone shares beneficially owned by IDT
represented approximately 87.2% of the voting power of Net2Phone's
outstanding capital stock. Pursuant to the merger agreement, IDT has
agreed to grant its consent in favor of the merger agreement and the
merger. The consent of the shares controlled by IDT is sufficient
under Delaware law and the Net2Phone Certificate of Incorporation to
adopt and approve the merger agreement and approve the merger.
Accordingly, if the other condition in the merger agreement is
satisfied, Net2Phone is likely to complete the merger whether or not
its remaining shareholders grant their consent.
The consent solicitation is scheduled to expire at 5:00 p.m., New
York City time, on March 10, 2006.
Net2Phone has retained ADP Investor Communications Services to
serve as the tabulation agent for the consent solicitation. Questions
regarding the solicitation of consents may be directed to ADP Investor
Communications Services by telephone at 1-800-690-6903 or in writing
to 51 Mercedes Way, Edgewood, NY 11717.
This announcement is not a solicitation of a written consent or
proxy. The solicitation will be made solely pursuant to the definitive
consent solicitation statement filed by Net2Phone with the Securities
and Exchange Commission on March 7, 2006.
About Net2Phone
Net2Phone provides VoIP PacketCable, SIP and wireless solutions
around the world. As a leader in turnkey hosted VoIP telephony
services, Net2Phone has routed billions of VoIP minutes globally,
servicing more than 100,000 users in the US as well as hundreds of
thousands of more overseas. Net2Phone provides partners with a
SIP-based broadband telephony solution, calling cards, prefix dialing
and enterprise services in over 100 countries. Net2Phone helps cable
operators deliver a high quality primary line-type service that
includes emergency calling, basic and enhanced features. For more
information about Net2Phone's products and services, please visit
www.net2phone.com.
Important Additional Information and Where to Find It
Net2Phone filed with the SEC a definitive consent solicitation
statement on March 7, 2006. Investors are urged to read the
solicitation statement and other relevant materials because they
contain important information. A definitive solicitation statement has
been sent to Net2Phone stockholders seeking their consent for the
transaction. Investors may obtain a free copy of the solicitation
statement and other documents filed by Net2Phone with the Commission
at the Commission's website at www.sec.gov, or by directing a request
to: Net2Phone, Inc., 520 Broad Street, Newark, NJ 07012, Attention:
Investor Relations.