Net2Phone Commences Consent Solicitation.NEWARK, N.J. -- Net2Phone, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : NTOP NTOP Nt Option Pack ), 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 IDT Integrated Device Technology, Inc. (Santa Clara, CA, USA) IDT I Don't Think IDT Identity Theft IDT Interrupt Descriptor Table IDT Integrated DNA Technologies IDT Inactive Duty Training IDT Instructional Design & Technology 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 certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. 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 Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with is scheduled to expire at 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on March 10, 2006. Net2Phone has retained ADP (1) (Automatic Data Processing) Synonymous with data processing (DP), electronic data processing (EDP) and information processing. (2) (Automatic Data Processing, Inc., Roseland, NJ, www.adp. Investor Communications Services to serve as the tabulation tab·u·late tr.v. tab·u·lat·ed, tab·u·lat·ing, tab·u·lates 1. To arrange in tabular form; condense and list. 2. To cut or form with a plane surface. adj. Having a plane surface. 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 See VoIP. 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 Investor relations The process by which the corporation communicates with its investors. . |
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