IBAS Ibasis (MM)

Exhibit A

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 8)

iBASIS, INC.

(Name of Subject Company (Issuer))

KPN B.V.

(Offeror)

KONINKLIJKE KPN N.V.

(Parent of Offeror)

CELTIC ICS INC.

(Wholly Owned Subsidiary of Offeror)

iBASIS, INC.

(Issuer)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

450732201

(CUSIP Number of Class of Securities)

 

(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

 

Copies to:

 

 

CALCULATION OF FILING FEE

 

 

 

 

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ   third-party tender offer subject to Rule 14d-1.

o   issuer tender offer subject to Rule 13e-4.

þ   going-private transaction subject to Rule 13e-3.

o   amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o   Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o   Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

TABLE OF CONTENTS

 

This Amendment No. 8 amends and supplements the Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO with the Securities and Exchange Commission (the “SEC”) on July 28, 2009, as amended and supplemented from time to time (the “Schedule TO”), by (i) KPN B.V., a private limited liability company organized under the laws of The Netherlands (“Purchaser”) and a wholly owned subsidiary of Koninklijke KPN N.V., a public company incorporated under the laws of The Netherlands (“Parent”), (ii) Parent and (iii) Celtic ICS Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Purchaser. The Schedule TO relates to the offer (the “Offer”) by Purchaser to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of iBasis, Inc., a Delaware corporation (the “Company”), that are not already owned by Purchaser at a purchase price of $2.25 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 28, 2009 (together with any amendments and supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal. This Amendment No. 8 amends and supplements the Schedule TO and Offer to Purchase to, among other things, increase the Offer Price to $3.00 per Share and extend the Expiration Date to 12:00 midnight, New York City time, on Tuesday, December 8, 2009 (which is the end of the day on December 8, 2009).

 

All capitalized terms used in this Amendment No. 8 and not defined herein have the meanings ascribed to them in the Schedule TO.

 

Item 13 of the Schedule TO, the information required by Schedule 13E-3, is being amended and supplemented by this Amendment No. 8 to, among other things, add the Company as a filing party and incorporate the sections relating to the Company. The items of the Schedule TO set forth below are hereby further amended and supplemented as follows:

 

Items 1 through 9, 11 and 13

 

(1) The Offer Price to be paid in the Offer, upon the terms and subject to the conditions set forth in the Offer to Purchase, is increased from $2.25 per Share to $3.00 per Share, net to the seller in cash, without interest and less any required withholding taxes.

 

(2) The Expiration Date of the Offer is extended to 12:00 midnight, New York City time, on Tuesday, December 8, 2009 (which is the end of the day on December 8, 2009). As of midnight on November 20, 2009, approximately 491,707 Shares have been tendered in and not withdrawn from the Offer.

 

(3) The information contained in the Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”), originally filed by the Company with the SEC on July 30, 2009, as amended and supplemented by Amendments Nos. 1 through 16, copies of which are attached hereto as exhibits (a)(2)(i) to (a)(2)(xvi), respectively, is incorporated by reference herein.

 

(4) The information contained in the Supplement to Offer to Purchase, dated November 23, 2009 (the “Supplement”), a copy of which is attached hereto as Exhibit (a)(1)(xiv), is incorporated by reference herein.

 

 

(1) The following exhibits are filed herewith:

 

 

 

 

(2) All references to the Offer Price and the Expiration Date set forth in the Letter of Transmittal, the Notice of Guaranteed Delivery, the Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees and the Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees are hereby amended to reflect the Offer Price of $3.00 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, and the Expiration Date as midnight, New York City time, on Tuesday, December 8, 2009.

 

 

 

(e) None

 

(f) The information set forth in the Schedule 14D-9 under Item 1(b) “Subject Company Information — Securities” is incorporated herein by reference.

 

 

(a) The information set forth in the Schedule 14D-9 under Item 1(a) “Subject Company Information — Name and Address” and in Schedule A to the Schedule 14D-9 is incorporated herein by reference.

 

(c) The information set forth in Schedule A to the Schedule 14D-9 is incorporated herein by reference.

 

 

(e) The Company has made no arrangements in connection with the Offer to provide holders of Shares access to its corporate files or to obtain counsel or appraisal services at its expense.

 

 

(a) The information set forth in the Schedule 14D-9 under Item 3 “Past Contacts, Transactions, Negotiations and Agreements” is incorporated herein by reference.

 

(b) The information set forth in the Schedule 14D-9 under Item 3 “Past Contacts, Transactions, Negotiations and Agreements” and Item 4(c) “The Solicitation or Recommendation — Background of the Offer” is incorporated herein by reference.

 

(c) The information set forth in the Schedule 14D-9 under Item 3 “Past Contacts, Transactions, Negotiations and Agreements” and Item 4(c) “The Solicitation or Recommendation — Background of the Offer” is incorporated herein by reference.

 

(e) The information set forth in the Schedule 14D-9 under Item 3(c) “Past Contacts, Transactions, Negotiations and Agreements — Agreements and Arrangements with Directors and Executive Officers” is incorporated herein by reference.

 

 

(c)-(d) The information set forth in the Schedule 14D-9 under Item 7 “Purposes of the Transaction and Plans or Proposals” is incorporated herein by reference.

 

 

The information set forth in the Schedule 14D-9 under Item 4(d) “The Solicitation or Recommendation — Reasons for the Special Committee’s Recommendation” and Item 7 “Purposes of the Transaction and Plans or Proposals” is incorporated herein by reference.

 

 

The information set forth in the Schedule 14D-9 under Items 4(d), 4(a) and 4(c) “The Solicitation or Recommendation — Reasons for the Special Committee’s Recommendation,” “The Solicitation or Recommendation — Recommendation of the Special Committee” and “The Solicitation or Recommendation — Background of the Offer” is incorporated herein by reference.

 

 

The information set forth in the Schedule 14D-9 under Item 4(d) “The Solicitation or Recommendation — Opinion of the Special Committee’s Financial Advisor” is incorporated herein by reference.

 

 

(c) The information set forth in the Schedule 14D-9 under Item 5 “Persons/Assets, Retained, Employed, Compensated or Used” is incorporated herein by reference.

 

 

The information set forth in the Schedule 14D-9 under Item 3(c) “Past Contacts, Transactions, Negotiations and Agreements — Agreements and Arrangements with Directors and Executive Officers” and Item 6 “Interests in Securities of the Subject Company” is incorporated herein by reference.

 

 

The information set forth in the Schedule 14D-9 under Item 4 “The Solicitation or Recommendation” is incorporated herein by reference.

 

 

The information set forth in the Schedule 14D-9 under Item 5 “Persons/Assets, Retained, Employed, Compensated or Used” is incorporated herein by reference.

 

 

(1) The following exhibits are filed herewith:

 

 

(2) Technical amendments were made to Section 262 of the DGCL, which sets forth the appraisal rights of stockholders under Delaware law, to make Section 262 consistent with revisions made to another section of the DGCL. The full text of Section 262 of the DGCL, effective as of August 1, 2009, is attached as Schedule I to the Supplement.

 

SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

KPN B.V.

 

by KONINKLIJKE KPN N.V., its sole director

 

Name:     Michel Hoekstra

 

Date: November 23, 2009

 

KONINKLIJKE KPN N.V.

 

Name:     Michel Hoekstra

 

Date: November 23, 2009

 

CELTIC ICS INC.

 

Name:     Michel Hoekstra

 

Date: November 23, 2009

SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

iBASIS, INC.

 

Name:     Mark S. Flynn

 

Date: November 23, 2009

 

EXHIBIT INDEX

 

 

 

Ibasis (MM) (NASDAQ:IBAS)
Historical Stock Chart
From Dec 2024 to Jan 2025

Ibasis (MM) (NASDAQ:IBAS)
Historical Stock Chart
From Jan 2024 to Jan 2025