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CTM Media Group Press Release

CTM Media Holdings Revises Number of Shares It is Offering to Purchase and Extends the Expiration Date of Its Tender Offer

STAMFORD, Conn.–(BUSINESS WIRE)–CTM Media Holdings, Inc. (OTC Pink Markets: CTMMA, CTMMB) today announced that it has revised the number of shares it is offering to purchase pursuant to, and extended the expiration date of, its previously announced tender offer for shares of its Class A common stock and Class B common stock, at a price per share of $1.10.

CTM is now offering to purchase up to 432,019 shares of its Class A common stock, or any lesser number of Class A shares that stockholders properly tender in the tender offer, and up to 2,357,994 shares of its Class B common stock, or any lesser number of Class B shares that stockholders properly tender in the tender offer. The price offered remains $1.10 per share for the same maximum aggregate purchase price of $3,069,014. The aggregate number of shares subject to the offer remains the same, but the offer now relates to separate maximum numbers of shares of Class A common stock and Class B common stock.

The deadline for tendering the Class A shares and Class B shares in the tender offer has been extended from 5:00 p.m., New York City time, on Wednesday, December 16, 2009, to 5:00 p.m., New York City time, on Thursday, December 17, 2009, unless further extended.

CTM Media Holdings has been advised that as of 5:00 p.m., New York City time, on December 3, 2009, approximately 254 shares of its Class A common stock and 1,106 shares of its Class B common stock had been tendered in the tender offer.

The revised terms of the tender offer are set forth in the Supplement to Offer to Purchase filed today by CTM Media Holdings with the Securities and Exchange Commission, which amends and supplements the Offer to Purchase dated November 17, 2009, and the related Letter of Transmittal, which have been filed with the SEC and made available to CTM Media Holdings stockholders. CTM Media Holdings stockholders should read the tender offer documents, including the Supplement, because they contain important information. Stockholders can get the tender offer documents without charge from the website of the SEC at www.sec.gov.

In accordance with the rules of the SEC, CTM Media Holdings may purchase up to an additional two percent (2%) of the outstanding shares of either or both classes without amending or extending the tender offer.

Forward-Looking Statements

This press release contains statements that constitute forward-looking statements. These forward-looking statements may use such forward-looking terminology as “expect,” “look,” “believe,” “plan,” “anticipate,” “may,” “will,” “intend” or similar statements or variations of such terms or otherwise express views concerning trends and the future. Such forward-looking statements involve certain risks and uncertainties, including risks cited in reports filed by CTM Media Holdings, Inc. with the Securities and Exchange Commission. Actual results may differ materially from such forward-looking statements. CTM Media Holdings, Inc. assumes no obligation for updating any such forward-looking statement at any time.

Tender Offer Statement

This press release is for informational purposes only and is neither an offer to buy nor the solicitation of an offer to sell any shares of CTM Media Holdings, nor is it a solicitation for acceptance of the tender offer. The tender offer is being made solely by the definitive Offer to Purchase, related Letter of Transmittal and other related documents (each as amended and supplemented) that CTM Media Holdings has made available to its stockholders. Each stockholder is urged to consult their tax advisor as to the particular tax consequences of the tender offer to such stockholder. The materials have been included as exhibits to CTM Media Holdings’ tender offer statement on Schedule TO (as amended), which was filed with the Securities and Exchange Commission. These tender offer materials contain important information that stockholders are urged to read carefully before making any decision with respect to the offer. Investors may obtain copies of these documents for free from the Securities and Exchange Commission at its website (www.sec.gov).

Contact:

CTM Investor Relations:
Les Rozner, 203-323-5161 Ext # 21
lrozner@ctmmedia.com
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CTM Media Group Press Release

CTM Media Holdings, Inc. Commences Issuer Tender Offer

CTM Media Holdings, Inc. (OTC Pink Markets: CTMMA, CTMMB) today announced it has commenced a tender offer to purchase up to thirty percent of its outstanding common stock.

CTM Media Holdings is offering to purchase shares of its Class A common stock and Class B common stock, or any combination thereof, up to an aggregate of 2,790,013 shares, representing up to thirty percent (30%) of its total outstanding capital stock, at a price per share of $1.10, for a maximum aggregate purchase price of $3,069,014.

The tender offer is made upon the terms and conditions set forth in the Offer to Purchase dated November 17, 2009, and the related Letter of Transmittal, which have been filed with the Securities and Exchange Commission and are being made available to CTM Media Holdings stockholders. The offer will expire at 5:00 p.m., New York City Time, on Wednesday, December 16, 2009, unless extended by CTM Media Holdings. Tenders of shares of CTM Media Holdings’ Class A common stock and Class B common stock must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer.

In accordance with the rules of the SEC, CTM Media Holdings may purchase up to an additional two percent (2%) of the outstanding shares of either or both classes without amending or extending the tender offer.

CTM Media Holdings has eliminated the previously announced condition that conditioned the tender offer upon tenders of shares equal to or greater than thirty percent (30%) of the total outstanding common stock.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation to buy any shares of CTM Media Holdings Class A common stock or Class B common stock, nor is it a solicitation for acceptance of the tender offer. The tender offer is only being made by, and pursuant to, the terms of the tender offer documents, including the Offer to Purchase and the related Letter of Transmittal, that CTM Media Holdings is distributing to its stockholders. The Offer to Purchase and the related Letter of Transmittal have also been filed today with the SEC as an exhibit to CTM Media Holdings’ Schedule TO and will be mailed to stockholders. Those documents contain details of the offer, including complete instructions on the tender process procedure along with the transmittal forms and other data.

CTM Media Holdings stockholders should read the tender offer documents because they contain important information. Stockholders can get the tender offer documents without charge from the website of the SEC atwww.sec.gov.

Stockholders will also be able obtain the tender offer documents from CTM Media Holdings without charge by directing a request to CTM Media Holdings, Inc., 11 Largo Drive South, Stamford, Connecticut 06907, Attention: Investor Relations, Telephone: (203) 323-5161.

CTM Media Holdings’ Board of Directors has approved the tender offer. However, neither CTM Media Holdings, nor its board of directors, makes any recommendation to any stockholder as to whether to tender or refrain from tendering any shares. CTM Media Holdings has not authorized any person to make any such recommendation.

CTM Media Holdings’ directors and executive officers have indicated that they will not tender shares beneficially owned by them into the offer.

About CTM Media Holdings:

CTM Media Holdings, Inc., a Delaware corporation, is a holding company consisting of the following principal businesses:

CTM Media Group, our brochure distribution company and other advertising-based product initiatives focused on small to medium sized businesses;
Our majority interest in Idea and Design Works, LLC, a comic book and graphic novel publisher that creates and licenses intellectual property; and
The WMET-AM radio station in the Washington, D.C. metropolitan area.
Forward-Looking Statements

This press release contains statements that constitute forward-looking statements. These forward-looking statements may use such forward-looking terminology as “expect,” “look,” “believe,” “plan,” “anticipate,” “may,” “will,” “intend” or similar statements or variations of such terms or otherwise express views concerning trends and the future.Such forward-looking statements involve certain risks and uncertainties, including risks cited in reports filed by CTM Media Holdings, Inc. with the Securities and Exchange Commission.Actual results may differ materially from such forward-looking statements. CTM Media Holdings, Inc. assumes no obligation for updating any such forward-looking statement at any time.

Tender Offer Statement

This press release is for informational purposes only and is neither an offer to buy nor the solicitation of an offer to sell any shares. The tender offer will be made solely by a definitive Offer to Purchase, related Letter of Transmittal and other related documents that CTM Media Holdings is sending to its stockholders. Each stockholder is urged to consult their tax advisor as to the particular tax consequences of the tender offer to such stockholder. The materials have been included as exhibits to CTM Media Holdings’ tender offer statement on Schedule TO, which was filed with the Securities and Exchange Commission. These tender offer materials contain important information that stockholders are urged to read carefully before making any decision with respect to the offer. Investors may obtain copies of these documents for free from the Securities and Exchange Commission at its website (www.sec.gov)

 

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CTM Media Group Press Release

CTM Media Holdings, Inc. to Commence Issuer Tender Offer

STAMFORD, Conn.–(BUSINESS WIRE)–CTM Media Holdings, Inc. (OTC Pink Markets: CTMMA, CTMMB) today announced its intention to commence a tender offer to purchase up to thirty percent of its outstanding common stock.

CTM Media Holdings intends to offer to purchase shares of its Class A common stock and Class B common stock representing up to thirty percent (30%) of its total outstanding capital stock, at a price per share of $1.10, for a maximum aggregate purchase price of $3,069,014.

The tender offer will commence when the definitive materials (including an Offer to Purchase and Letter of Transmittal) are filed with the Securities and Exchange Commission and made available to CTM Media Holdings stockholders and will remain open for at least twenty business days.

In accordance with the rules of the Securities and Exchange Commission, CTM Media Holdings may purchase up to an additional two percent (2%) of its outstanding shares without amending or extending the tender offer.

The tender offer will be conditioned upon tenders of shares equal to or greater than thirty percent (30%) of the total outstanding, which may be waived by CTM Media Holdings at its discretion, and other waiveable conditions that will be described in the Offer to Purchase.

CTM Media Holdings will file with the Securities and Exchange Commission and mail to stockholders tender offer documents with full details of the offer, including complete instructions on the tender process procedure along with the transmittal forms and other data when the offer is commenced.

CTM Media Holdings stockholders should read the tender offer documents when they become available because they will contain important information. Stockholders will be able to get the tender offer documents without charge from the website of the Securities and Exchange Commission at www.sec.gov after these documents are filed.

Stockholders will also be able obtain the tender offer documents from CTM Media Holdings without charge by directing a request to CTM Media Holdings, Inc., 11 Largo Drive South, Stamford, Connecticut 06907, Attention: Investor Relations, Telephone: (203) 323-5161.

CTM Media Holdings’ board of directors has approved the tender offer. However, neither CTM Media Holdings, nor its board of directors, makes any recommendation to any stockholder as to whether to tender or refrain from tendering any shares. CTM Media Holdings has not authorized any person to make any such recommendation.

Stockholders must decide whether to tender their shares and, if so, how many shares to tender. In doing so, stockholders should carefully evaluate all of the information in the tender offer documents before making any decision with respect to the tender offer and should consult their own investment and tax advisors.

CTM Media Holdings’ directors and executive officers have indicated that they will not tender shares beneficially owned by them into the offer.

About CTM Media Holdings:

CTM Media Holdings, Inc., a Delaware corporation, is a holding company consisting of the following principal businesses:

  • CTM Media Group, our brochure distribution company and other advertising-based product initiatives focused on small to medium sized businesses;
  • Our majority interest in Idea and Design Works, LLC, a comic book and graphic novel publisher that creates and licenses intellectual property; and
  • The WMET-AM radio station in the Washington, D.C. metropolitan area.

Forward-Looking Statements

This press release contains statements that constitute forward-looking statements. These forward-looking statements may use such forward-looking terminology as “expect,” “look,” “believe,” “plan,” “anticipate,” “may,” “will,” “intend” or similar statements or variations of such terms or otherwise express views concerning trends and the future. Such forward-looking statements involve certain risks and uncertainties, including risks cited in reports filed by CTM Media Holdings, Inc. with the Securities and Exchange Commission. Actual results may differ materially from such forward-looking statements. CTM Media Holdings, Inc. assumes no obligation for updating any such forward-looking statement at any time.

Tender Offer Statement

This press release is for informational purposes only and is neither an offer to buy nor the solicitation of an offer to sell any shares. The offer will be made solely by a definitive Offer to Purchase and related Letter of Transmittal. Each stockholder is urged to consult their tax advisor as to the particular tax consequences of the tender offer to such stockholder. The full details of the offer, including complete instructions on the tender process procedure along with the transmittal forms and other data will be sent or made available to stockholders when the offer is commenced. Stockholders should read the Offer to Purchase and the Letter of Transmittal carefully because they contain important information.

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CTM Media Group Press Release

IDT Corporation Announces CTM Media Holdings Spin-Off Date

NEWARK, N.J.–(BUSINESS WIRE)–IDT Corporation (NYSE: IDT; IDT.C) today announced that September 14, 2009 will be the distribution date for the pro rata tax-free spin-off of the common shares of CTM Media Holdings, Inc., a wholly-owned subsidiary of IDT, to IDT’s stockholders.

The registration statement filed under the Securities Exchange Act of 1934 became effective on September 8, 2009.
On the distribution date, each IDT stockholder will receive one share of CTM Media Holdings Class A common stock for every three shares of IDT common stock, one share of CTM Media Holdings Class B common stock for every three shares of IDT Class B common stock, and one share of CTM Media Holdings Class C common stock for every three shares of IDT Class A common stock.

As of August 3, 2009, the record date for the distribution, there were a total of approximately 3.3 million shares of IDT Class A, approximately 15.5 million shares of IDT Class B and approximately 4.2 million shares of IDT common stock issued and outstanding.

No action is required by IDT stockholders to receive the shares of CTM Media Holdings common stock.

CTM and IDT expect that CTM Media Holdings Class A common stock and Class B common stock will be quoted on the Pink OTC Markets under the symbols CTMM and CTMX, respectively, beginning on September 14, 2009, the distribution date. The CUSIP number for Class A common stock is 22944D 104. The CUSIP number for Class B common stock is 22944D 203.

Shares of IDT common stock and Class B Common Stock will continue to trade “regular way” on the New York Stock Exchange (the “NYSE”) through the period leading up to 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 CTM Media 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.

About CTM Media Holdings:

CTM Media Holdings is the holding company for: CTM Media Group (www.ctmmediagroup.com) – a leading distributor of print and online advertising and information in targeted North American tourist markets; Idea and Design Works, LLC (www.idwpublishing.com) – IDW Publishing, a comic and book publisher with a diverse catalog of licensed and independent titles including classic collections; and WMET 1160 AM (www.wmet1160.com) – a paid programming radio station in the Washington, D.C. metropolitan area. CTM Media Holdings Class A and Class B common stock are quoted on the Pink OTC Markets under the ticker symbols CTMM and CTMX, respectively.

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.

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CTM Media Group Press Release

Letter to CTM Media Holdings Stockholders

Dear CTM Media Holdings Stockholder:

It is my pleasure to welcome you as a stockholder of our newly independent company, CTM Media Holdings, Inc. All of us at CTM Media Holdings look forward to becoming an independent company. Our management team and our employees have worked hard over the years to make the businesses that comprise CTM Media Holdings what they are today.

As an independent public company, we will have the ability to focus exclusively on the growth and development of our businesses and to create value for our new stockholders, as well as to concentrate our financial resources solely on our own operations. We also hope to achieve greater visibility – in the financial community, and for our products and services as well.

Following the spin-off, we will have holdings in media and travel-related businesses. We will focus on developing our brochure distribution and comic book and graphic novel publishing businesses, which have strong presences in their respective industries and niches, as well as our radio station. We believe our experienced management team and consistent performance are representative of the strengths that will position us to excel as a stand-alone entity and to continue our growth in the several markets in which we are engaged.

We do not anticipate that our Class A common stock or our Class B common stock will, immediately following the spin-off, be listed on any exchange. We do intend to apply to have our Class A common stock and our 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, we will seek to have our Class A common stock and Class B common stock listed on an exchange. We do not anticipate listing our Class C common stock on any exchange or trading forum. We invite you to learn more about us by reviewing the enclosed information statement. We look forward to our future as a separate publicly-traded company and to your support as a stockholder.

I am excited about the opportunities that the spin-off will create for our company, our customers and for you, our stockholders.

Sincerely,

Marc E. Knoller
Chief Executive Officer

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CTM Media Group Press Release

Letter to IDT Corporation Stockholders

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.

Sincerely,

Howard S. Jonas
Chairman of the Board of Directors