Dear IDT Corporation Stockholder:
We are pleased to inform you that the Board of Directors of IDT Corporation (“IDT”) has approved the spin-off of CTM Media Holdings, Inc. (“Holdings”), a wholly-owned subsidiary of IDT, to IDT’s stockholders. Following the spin-off, IDT’s business will consist of IDT Telecom, IDT Energy and IDT’s alternative energy initiatives, as well as other interests. Holdings will consist of the CTM Media Group, IDT’s majority interest in Idea and Design Works and the WMET-AM radio station.
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, which is the record date of the spin-off. The distribution of shares of our Class A common stock and Class B common stock will be paid in book-entry form and physical stock certificates will be issued only to holders of Class C common stock and, upon request, to holders of Class A common stock and holders of Class B common stock. Stockholder approval of the spin-off is not being sought, and you are not required to take any action to receive your Holdings common stock.
We believe that the spin-off will separate certain of our business units whose performance and financial results are more predictable and have different growth characteristics than the remaining operations. Management believes that separating the two groups of operating units will allow management of each of IDT and Holdings to design and implement corporate strategies and policies that are based primarily on the business characteristics of that company and its business units, maintain a sharper focus on core business and growth opportunities, and concentrate their financial resources wholly on their own operations. Moreover, the separation of Holdings will provide investors with greater transparency regarding the value of Holdings’ business units. In addition, the spin-off will separate business units with different risk profiles and performance characteristics from one another. Accordingly, we believe the spin-off will build long-term stockholder value.
Following the spin-off, you will own shares in both IDT and Holdings. We do not anticipate that the Holdings Class A common stock or the Class B common stock will, immediately following the spin-off, be listed on any exchange. We do intend 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. We do not anticipate listing the Holdings Class C common stock on any exchange or trading forum. IDT common stock and IDT Class B common stock will continue to trade on the New York Stock Exchange under the symbol “IDT.C” and “IDT”, respectively.
We intend for the spin-off to be tax-free for stockholders. To that end, we expect to receive a favorable opinion from Stern & Kilcullen, LLC confirming the spin-off’s tax-free status. You should, of course, consult your own tax advisor as to the particular consequences of the spin-off to you.
The enclosed information statement, which is being mailed to all IDT stockholders, describes the spin-off in detail and contains important information about Holdings, including its financial statements.
We look forward to your continued support as a stockholder of IDT. We remain committed to working on your behalf to build long-term stockholder value.
Howard S. Jonas
Chairman of the Board of Directors