SC 14D9 1 b407618_14d9.txt SOLICITATION RECOMENDATION STATEMENT =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------ NET2PHONE, INC. (Name of Subject Company) ------------------ NET2PHONE, INC. INDEPENDENT COMMITTEE OF THE BOARD OF DIRECTORS OF NET2PHONE, INC. (Names of Persons Filing Statement) ------------------ COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) ------------------ 64108N 10 6 (CUSIP Number of Class of Securities) ------------------ Counsel to Net2Phone: Glenn J. Williams Executive Vice President of Business and Legal Affairs, General Counsel and Secretary 520 Broad Street Newark, NJ 07102 Telephone: (973) 483-3111 Counsel to the Independent Committee: Stephen Fraidin Kirkland & Ellis LLP 153 East 53rd Street New York, NY 10022 Telephone: (212) 446-4800 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) |X| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. =============================================================================== On July 6, 2005, the Independent Committee of the Board of Directors of Net2Phone, Inc. authorized the delivery on their behalf to IDT Corporation of a letter responding to the proposal made by IDT to acquire the outstanding publicly-traded shares of Net2Phone not owned by IDT or its affiliates. A copy of this letter is being filed by Net2Phone on behalf of the Independent Committee as Exhibit 99.1 to this Schedule 14D-9. If a tender offer of Net2Phone shares is commenced, stockholders are urged to read Net2Phone's solicitation/recommendation statement on Schedule 14D-9, which would be filed with the Securities and Exchange Commission (SEC), because it will contain important information. Investors can obtain a free copy of the solicitation/recommendation statement and any amendments to that statement, if and when available, and all other filings by Net2Phone with the SEC at www.sec.gov. Exhibit No. Description ----------- ----------- 99.1 Letter dated July 6, 2005