- 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
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: