NEWARK, N.J., Feb. 5, 2018 /PRNewswire/ -- IDT Corporation
(NYSE: IDT) today announced that the record date for the spin-off
of its subsidiary, Rafael Holdings, Inc. (Rafael), to IDT
stockholders, will be February 15,
2018, and that distribution date for the spin-off will be on
or about March 5th.
Rafael is comprised of IDT's real estate holdings, its interests
in Rafael Pharmaceuticals and Lipomedix, two clinical and early
stage pharmaceutical companies, and $50-$60 million in
cash, cash equivalents, marketable securities and/or interests in
hedge funds.
A copy of Rafael's amended Form 10 Information Statement is
available on the IDT website at www.idt.net/ir.
The current timeline for the spin-off, subject to the Securities
and Exchange Commission declaring the Registration Statement
effective and approval of the Rafael Class B common stock for
listing on the NYSE American exchange, is as follows:
- the record date will be 5:00 PM
EDT on February 15, 2018;
- beginning on February 14, 2018,
the entitlement to shares of Rafael Class B common stock will trade
on the NYSE American "when issued" market with the ticker symbol
"RFL WI". On the first day of trading following the
distribution date, "when issued" trading will cease, and
"regular-way" trading of Rafael Class B common stock will begin on
the NYSE American with the ticker symbol "RFL";
- beginning on February 14, 2018,
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 Rafael 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;
- the spin-off will be effective at 11:59
p.m. EDT on the distribution date, which will be on or about
March 5, 2018. On the
distribution date, each IDT stockholder entitled will receive one
share of Rafael Class A common stock for every two shares of IDT
Class A common stock and one share of Rafael Class B common stock
for every two shares of IDT Class B common stock;
- IDT expects to receive a legal opinion from Goulston &
Storrs 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.
- Rafael Holdings Class B common stock has been assigned CUSIP #
75062E 106
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 IDT's 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.
IDT's filings with the SEC and Rafael's amended Form 10 Information
Statement provide detailed information on such statements and
risks, and should be consulted along with this release. To the
extent permitted under applicable law, neither IDT nor Rafael
assumes any obligation to update any forward-looking
statements.
About Rafael Holdings Inc:
Rafael Holdings will own the commercial real estate assets
currently held by IDT and interests in certain clinical and early
stage pharmaceutical companies. The real estate includes the IDT
headquarters building and associated public garage in Newark, New Jersey and other real estate
interests in New Jersey and
Jerusalem, Israel. The
pharmaceutical holdings include convertible debt interests and
warrants in Rafael Pharmaceuticals, Inc., a clinical-stage,
oncology-focused pharmaceutical company committed to the
development and commercialization of therapies that exploit the
metabolic differences between normal cells and cancer cells, and a
majority equity interest in Lipomedix Pharmaceuticals Ltd., an
early stage pharmaceutical development company based in
Israel. Rafael will also hold
approximately $50-$60 million in cash, cash equivalents, marketable
securities and/or interests in hedge funds at the time of the
spin-off.
About IDT Corporation:
IDT Corporation (NYSE: IDT), through its IDT Telecom division,
provides telecommunications and payment services to individuals and
businesses primarily through its flagship Boss Revolution® and
net2phone® brands. IDT Telecom's wholesale business is a
leading global carrier of international long-distance calls.
For more information on IDT, visit www.idt.net.
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SOURCE IDT Corporation