IDT Corporation Announces CTM Media Holdings Spin-Off Date
September 09 2009 - 4:01PM
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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