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IDT Announces 99% Participation in Tender Offer and Consent Solicitation Positions Company to Pursue Financing for Net2Phone
Hackensack, NJ
April 26, 1999

IDT Corporation (NASDAQ: IDTC) announced today that as of Friday, April 23, 1999, $99,620,000 of $100,000,000 principal amount of the Company's outstanding 8.75% Senior Notes due 2006 (the "Notes") had been tendered in connection with the Company's tender offer and consent solicitation (together, the "Tender Offer").

In an effort to accommodate remaining holders of the Notes and to ensure prompt consummation of the Tender Offer following its expiration, the Company has extended the expiration date of its Tender Offer to 12:00 Midnight, New York City time, on Friday, April 30, 1999 unless further extended or terminated by IDT. The Tender Offer was commenced on March 29, 1999 and was set to expire on 12:00 Midnight, New York City time, on April 23, 1999. The Notes, of which an aggregate principal amount of $100,000,000 are currently outstanding, were issued in February 1998. The purchase price for the Notes will be $1,020 in cash per $1,000 principal amount, plus accrued and unpaid interest up to, but not including, the date of payment.

With 99% participation by the Note holders to date in the Tender Offer, well in excess of the required majority of 51%, the Company expects to promptly execute a supplemental indenture relating to the Notes, enabling the Company to effect one or more possible financing transactions involving Net2Phone, Inc., a Delaware corporation and the subsidiary of IDT that conducts its Internet telephony operations. The proposed amendments will become operative only when the tendered Notes are accepted for purchase by IDT pursuant to the offer.

In addition, IDT is in the process of negotiating the final documentation relating to its previously announced $150 million credit facility. IDT plans to utilize proceeds from the credit facility to repurchase the tendered Notes, to fund capital expenditures, and for general working capital purposes. The Company's obligation to consummate the Tender Offer is conditioned upon receipt of sufficient borrowings under the credit facility to fund the Tender Offer. In addition, the offer to purchase the Notes, the proposed amendments to the Indenture related thereto, and the $150 million credit facility are intended to provide IDT with greater operating flexibility.

As previously reported, Net2Phone has executed a term sheet with more than one significant strategic investor relating to an investment in Net2Phone's equity securities, and Net2Phone is negotiating with other significant investors. However, no assurances can be given that any such transaction will in fact occur.

BT Alex Brown Incorporated will continue to serve as the Dealer Manager and the Solicitation Agent for the transaction. U.S. Bank Trust National Association, the trustee under the Notes, will continue to serve as the Depositary for the transaction.

IDT is a leading emerging multinational carrier that combines its position as an international telecommunications operator, its experience as an Internet service provider and its leading position in Internet telephony to provide a broad range of telecommunications services to its wholesale and retail customers worldwide. The Company provides its customers with integrated and competitively priced international and domestic long distance, pre-paid calling cards, Internet access and, through its Net2Phone product offerings, Internet telephony services including Net2Phone Direct, Net2Fax, and Click2Talk.

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 Exchange Act of 1934. Such forward-looking statements include IDT's expectations concerning, among other things, its ability to receive sufficient funds to repurchase the tendered Notes and to consummate the offer. These statements, made as of the date of this press release, are based upon current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those projected including IDT's ability to obtain the credit facility and Net2Phone's ability to consummate the sale of equity securities to strategic investors. IDT assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Investors should consult all of the information set forth herein and the other information set forth from time to time in IDT's reports filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, including the Company's Annual Report on Form 10-K, as amended, for the year ended July 31, 1998, and its Quarterly Reports on Form 10-Q for the three months ended October 31, 1998 and January 31, 1999.
 

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