SOURCE: IDT Corporation

IDT Corporation

May 16, 2016 18:24 ET

IDT Announces Details of Zedge Spin-Off

NEWARK, NJ--(Marketwired - May 16, 2016) - IDT Corporation (NYSE: IDT) today announced that the record date for the spin-off of its subsidiary, Zedge Inc. will be May 26, 2016.

Zedge provides one of the most popular content distribution platforms, worldwide, centered on self-expression. Zedge's platform enables consumers to personalize their mobile devices with free, high quality ringtones, wallpapers, home screen app icons and notification sounds. The Zedge smartphone app, available in the Google Play, iTunes and Microsoft Market app stores, has been installed over 190 million times, has more than 32 million monthly active users, has averaged among the top 25 free applications in the Google Play store in the U.S. for the past six years and is ranked in the top 10 most popular free apps in the iTunes Entertainment category. Zedge's user base has grown organically and, until now, the Company has not made any material investment in marketing, user acquisition or advertising.

IDT is spinning off its majority stake in Zedge to IDT's stockholders. Zedge will continue to be run by a management team dedicated to realizing value from its business. Prior to the spin-off, IDT and certain other holders will capitalize Zedge with $3 million in cash, which will be added to Zedge's existing cash resources which were $3.2 million as of January 31, 2016.

A copy of the amended Form 10 Information Statement is available on the IDT website at www.idt.net/ir.

In connection with the spin-off, and subject to the Securities and Exchange Commission declaring the Registration Statement on Form 10 effective, and approval of the Zedge Class B common stock for listing on the NYSE MKT LLC:

  • The spin-off will be effective at 11:59 p.m. EDT on the distribution date, June 1, 2016.
  • On the distribution date, each IDT stockholder as of 5:00 PM EDT on the record date, May 26, 2016, will receive one share of Zedge Class A common stock for every three shares of IDT Class A common stock and one share of Zedge Class B common stock for every three shares of IDT Class B common stock.
  • Beginning on May 24, 2016, the entitlement to shares of Zedge Class B common stock will trade on the NYSE MKT "when issued" market with the ticker symbol ZDGE WI. On the first day of trading following the distribution date, "when issued" trading will cease, and "regular-way" trading of Zedge Class B common stock will begin on the NYSE MKT with the ticker symbol "ZDGE".
  • Beginning on May 24, 2016 and continuing through the distribution date, there will be two NYSE markets in IDT Class B common stock: a "regular-way" market and an "ex-distribution" market. Shares of IDT Class B common stock exchanged in the "regular-way" market will trade with an entitlement to receive shares of Zedge Class B common stock through the distribution. Shares of IDT Class B common stock exchanged in the "ex-distribution" market will trade without such an entitlement.
  • IDT expects to receive a legal opinion from Pryor Cashman LLP that the distribution should qualify as a tax-free transaction for U.S. federal income tax purposes. However, cash distributed in lieu of fractional shares generally will be taxable to the recipient stockholders. Stockholders are urged to consult their financial advisors and tax advisors regarding the particular consequences of the distribution in their situation, including, without limitation, the specific implications of selling IDT common stock on or prior to the distribution date and the applicability and effect of any U.S. federal, state, local and foreign tax laws.
  • Zedge Class B common stock has been assigned CUSIP # 98923T 104

All statements above 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. Our filings with the SEC provide detailed information on such statements and risks, and should be consulted along with this release. To the extent permitted under applicable law, we assume no obligation to update any forward-looking statements.

About Zedge:

Zedge provides the leading mobile app to personalize mobile phones and devices with lots of great and free content. Zedge's app is available in Google Play, iTunes and Microsoft Store. Zedge's reach and popularity affords advertisers, game developers, musicians, artists and brands a scalable, non-incentivized, user acquisition platform on a global basis. Zedge's investors include IDT Corporation (NYSE: IDT) -- www.idt.net -- and Shaman II. For more information, please visit the Zedge web site at www.zedge.net and follow Zedge on Facebook (www.facebook.com/officialzedge) and Twitter (www.twitter.com/zedge).

About IDT Corporation:

IDT Corporation (NYSE: IDT), through its IDT Telecom division, provides retail telecommunications and payment services to help immigrants and the under-banked communicate and share resources around the world. IDT Telecom's wholesale business is a leading global carrier of international long distance calls. IDT also holds a majority interest in Zedge (www.zedge.net), developer of the popular eponymous app for a mobile content discovery and acquisition. For more information on IDT, visit www.idt.net.

Contact Information

  • Contact:
    Investor Relations
    IDT Corporation
    Bill Ulrey
    973-438-3838
    Email contact