IDT and Net2Phone Agree to Merger; Net2Phone Stockholders to Receive $2.05 Per Share in Cash

IDT Corporation (NYSE: IDT, IDT.C), an internationaltelecom, entertainment and technology company, and Net2Phone, Inc.(NASDAQ: NTOP), a leading Voice over IP (VoIP) enabler for serviceproviders, jointly announced today that they have executed a mergeragreement, dated February 17, 2006, providing for the acquisition ofNet2Phone by IDT. Under the terms and subject to conditions describedin the merger agreement, NTOP Acquisition, Inc., a wholly-ownedsubsidiary of IDT, would merge with and into Net2Phone, with Net2Phonecontinuing as the surviving corporation. If the merger is consummated,each issued and outstanding share of common stock and Class A commonstock of Net2Phone, other than shares held by IDT or its subsidiariesor as to which dissenters' rights have been perfected, will becanceled and converted automatically into the right to receive $2.05in cash, without interest. This is the same price per share paid byIDT in its tender offer for Net2Phone common stock that expired aftera subsequent offer period on January 27, 2006, in which IDT acquiredapproximately 31.6 million Net2Phone shares.

Following the merger, Net2Phone will be a privately held,wholly-owned subsidiary of IDT, and shares of Net2Phone common stockwill cease to be quoted on the Nasdaq National Market and will bederegistered under the Securities Exchange Act. The aggregateconsideration payable in the merger would be approximately $28.1million.

The transaction has been approved unanimously by both theNet2Phone board of directors, following the recommendation of theIndependent Committee of the Net2Phone board of directors, and the IDTboard of directors. During the course of its deliberations, theIndependent Committee has been advised by Kirkland & Ellis, LLP aslegal advisor and The Blackstone Group, L.P. as financial advisor.Prior to making its determination, the Independent Committee receivedthe opinion of The Blackstone Group, L.P. that, as of February 16,2006 and subject to certain qualifications set forth in the opinion,the consideration of $2.05 per share in cash, without interest, in theproposed merger is fair to the holders of shares of Net2Phone'scapital stock (other than IDT and its subsidiaries) from a financialpoint of view.

Net2Phone expects to file solicitation materials with theSecurities and Exchange Commission (the "Commission") to seekstockholders' written consents to approve and adopt the merger and themerger agreement as promptly as practicable, and expects to close themerger promptly following receipt of the requisite stockholderapproval, subject to the closing conditions described in the mergeragreement. The Net2Phone board of directors is recommending thatNet2Phone's stockholders approve the transaction.

As of February 1, 2006, Net2Phone shares beneficially owned by IDTrepresented approximately 87.2% of the voting power of Net2Phone'soutstanding capital stock. IDT has informed the Independent Committeethat it intends to grant its consent in favor of the merger agreementand the merger. The consent of the shares controlled by IDT issufficient under Delaware law to adopt the merger agreement andapprove the merger. Accordingly, if the other conditions in the mergeragreement are satisfied, Net2Phone is likely to complete the mergerwhether or not its remaining shareholders grant their consent.

About Net2Phone

Net2Phone provides VoIP PacketCable, SIP and wireless solutionsaround the world. As a leader in turn-key hosted VoIP telephonyservices, Net2Phone has routed billions of VoIP minutes globally,servicing more than 100,000 users in the US as well as hundreds ofthousands of more overseas. Net2Phone provides partners with aSIP-based broadband telephony solution, calling cards, prefix dialingand enterprise services in over 100 countries. Net2Phone's PacketCableplatform provides cable operators with the ability to deliver a highquality primary line-type service with features such as emergencycalling. For more information about Net2Phone's products and services,please visit www.net2phone.com.

About IDT

IDT Corporation, through its IDT Telecom subsidiary, is afacilities-based, multinational carrier that provides a broad range oftelecommunications services to retail and wholesale customersworldwide. IDT Telecom, by means of its own internationaltelecommunications backbone and fiber optic network infrastructure,provides its customers with integrated and competitively pricedinternational and domestic long distance and domestic all-distancetelephony and prepaid calling cards. IDT Corporation directly andthrough its wholly-owned subsidiaries beneficially owned approximately64.8 million shares of Net2Phone capital stock representingapproximately 82.5% of Net2Phone's outstanding equity interest andapproximately 87.2% of Net2Phone's voting interest as of February 1,2006.

Important Additional Information and Where to Find It

Net2Phone will file with the SEC a consent solicitation statement,and Net2Phone and IDT will file with the SEC other documents,regarding the proposed merger referred to in this press release.Investors are urged to read the solicitation statement and otherrelevant materials when they become available because they willcontain important information. A definitive solicitation statementwill be sent to Net2Phone stockholders seeking their consent for thetransaction. Investors may obtain a free copy of the solicitationstatement and other documents filed by Net2Phone with the Commissionat the Commission's website at www.sec.gov, or by directing a requestto: Net2Phone, Inc., 520 Broad Street, Newark, NJ 07012, Attention:Investor Relations. Investors may also obtain a free copy of anydocuments filed by IDT with the Commission at the Commission's websiteat www.sec.gov, or by directing a request to: IDT Corporation, 520Broad Street, Newark, NJ 07012, Attention: Investor Relations,Telephone: (973) 438-1000. A copy of this press release will beavailable on IDT's website at www.idt.net in the "About IDT" PressReleases section.

Howard S. Jonas, a director of the Company, and James A. Courter,Vice-Chairman of the Company's board of directors, are also directorsof IDT and will be subject to Rule 13e-3 promulgated under theSecurities Exchange Act of 1934. In addition, Net2Phone and its otherofficers and directors may, under the rules of the Commission, may bedeemed to be participants in the solicitation of consents inconnection with the proposed merger. Investors may obtain additionalinformation regarding the interests of such participants by readingthe solicitation statement when it becomes available.