Net2Phone (NASDAQ:NTOP)
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The independent committee of the Board of Directors of
Net2Phone, Inc. (NASDAQ: NTOP) yesterday responded to the letter from
IDT Corporation delivered to Net2Phone on September 7, 2005. The
response was contained in a letter from Stephen Fraidin of Kirkland &
Ellis LLP, legal counsel to the independent committee, to Ira
Greenstein, President of IDT. A copy of the letter was delivered to
Abbe Dienstag of Kramer Levin Naftalis & Frankel LLP, legal counsel to
IDT.
If a tender offer of Net2Phone shares is commenced, stockholders
are urged to read Net2Phone's solicitation/recommendation statement on
Schedule 14D-9, which would be filed with the Securities and Exchange
Commission (SEC), because it will contain important information.
Investors can obtain a free copy of the solicitation/recommendation
statement and any amendments to that statement, if and when available,
and all other filings by Net2Phone with the SEC at www.sec.gov.
The letter stated:
"Dear Mr. Greenstein:
I have been authorized by the committee of independent directors
of Net2Phone, Inc. (the "Committee") to respond on behalf of the
Committee to the letter dated September 7, 2005 sent by you, on behalf
of IDT, to the Board of Directors of Net2Phone, stating that the Board
of Directors of IDT has determined to change the form of consideration
of IDT's proposed offer (the "Proposed Offer") to purchase all
outstanding shares of common stock of Net2Phone not owned by IDT or
its affiliates. As stated in your letter, Net2Phone stockholders would
be offered 0.1283 shares of IDT class B common stock for each share of
Net2Phone common stock. You assert in the letter that such exchange
ratio represents $1.70 per Net2Phone share, based upon average closing
price of IDT class B common stock on the New York Stock Exchange for
the week ended September 2, 2005. Based upon the average closing price
for the week ended September 9, 2005, the exchange ratio represents a
value of $1.66 per share. We note that the Committee has previously
advised you that your all-cash offer at a price of $1.70 per share was
not acceptable.
The Committee welcomes your statement that IDT is prepared to
expeditiously furnish the Committee and its advisors with the
materials that may be required to evaluate the Proposed Offer. We will
promptly follow-up with you and your counsel to request such
information.
We would anticipate being in a position to engage in discussions
with you in the near future.
Regards,
Stephen Fraidin"
About Net2Phone
Net2Phone provides VoIP PacketCable, SIP and wireless solutions
around the world. As a leader in turn-key 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's PacketCable
platform provides cable operators with the ability to deliver a high
quality primary line-type service with features such as emergency
calling. For more information about Net2Phone's products and services,
please visit www.net2phone.com.