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 Liberty Media Group to Buy 9.9% Stake in IDT Corp.

 

NEWARK, N.J.- March 27, 2000 -IDT Corporation (NASDAQ:IDTC) announced today that Liberty Media Group (NYSE: LMG.A, LMG.B) has agreed to purchase approximately 9.9% of the equity of IDT. Under the terms of the agreement, IDT will issue and sell to Liberty Media 3,775,000 shares of IDT's Common Stock at a price of $34.50 per share, resulting in total cash consideration of approximately $130 million. In addition to this investment, Liberty Media will have the right to nominate a director for election to IDT's Board of Directors. Liberty Media has agreed not to sell its IDT shares for a period of one year after the closing of the sale, and will receive certain registration rights with respect to such shares.

The newly issued shares to be purchased by Liberty Media will be exchangeable for shares of a new class of common stock, Class B Common Stock. This new class of shares is expected to be created within one year following the closing and to be quoted on the Nasdaq National Market. The Class B Common Stock will carry 1/10 of a vote per share and otherwise will have the same rights as Common Stock. IDT will be required to amend its restated certificate of incorporation in order to increase the number of its authorized shares, create the new Class B Common Stock, and increase the size of its Board of Directors. The adoption of the amendments to the restated certificate of incorporation is subject to approval of IDT's stockholders. The closing of the transaction is subject to customary conditions including regulatory approvals.

"We are delighted to have Liberty Media, a giant in the media and communications industry, make this strategic investment in IDT," said Howard S. Jonas, IDT's Chairman and Chief Executive Officer. "We believe that this investment by Liberty Media, one of the most astute investors in the media and communications industry, and the presence on our Board of Directors of a representative of Liberty Media, will bring significant benefits to IDT. I am confident that Liberty Media will be a tremendous strategic partner for us."

"From a personal perspective, I am excited, as John Malone has always been high on my list of heroes. He is a great American entrepreneur and I look forward to a long and rewarding relationship with him."

"We are excited about this opportunity to expand our strategic interests in telecommunications, Internet telephony and Internet services," said Robert Bennett, President and Chief Executive Officer of Liberty Media. "IDT has a long record of innovation in the telecommunications business. We look forward to working with Howard Jonas and his management team as they develop new ways to benefit from the constantly changing technological and competitive landscape."

Morris Smith, former Portfolio Manager of the Fidelity Magellan Fund, and strategic financial advisor to IDT Corp., said, "Having known both John Malone and Howard Jonas for nearly a decade, and given my familiarity with both IDT and Liberty Media, I believe that this partnership will yield tremendous value to shareholders of both companies."

IDT CORPORATION

IDT is a leading facilities-based, multinational carrier that combines its position as an international telecommunications operator with its experience as an Internet service provider to provide a broad range of telecommunications services to its wholesale and retail customers worldwide.

Through its own national telecommunications backbone and fiber optic network infrastructure IDT provides its customers with integrated and competitively priced international and domestic long distance telephony, prepaid calling cards, Internet access and digital subscriber line (DSL) service. The Company's Ventures division is developing several innovative telecom and Internet related businesses.

LIBERTY MEDIA GROUP

Liberty Media holds interests in a broad range of video programming, communications, technology and Internet businesses in the United States, Europe, South America and Asia.


This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. Except for historical information, all of the expectations and assumptions contained in the foregoing are forward-looking statements involving risks and uncertainties.

IDT Corporation:

Norman Rosenberg
VP-Finance & Capital Markets
201-530-4001

Mary Jennings
Manager, Investor Relations
201-928-2975

Liberty Media Group:
Vivian Carr
877-772-1518

 

 

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