- Statement of Ownership: Solicitation (SC 14D9)
November 25 2009 - 6:01AM
Edgar (US Regulatory)
UNITED
STATES 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
(Amendment No. 17)
iBasis, Inc.
(Name of Subject Company)
iBasis, Inc.
(Name of Person Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
450732201
(CUSIP Number of Class of Securities)
Ofer Gneezy
President & Chief Executive Officer
20 Second Avenue, Burlington, MA 01803
(781) 505-7500
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
Copies to:
Michael L. Fantozzi, Esq.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo P.C.
One Financial Center
Boston, MA 02111
617-348-1640
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Mark S. Flynn
Chief Legal Officer and
Corporate Secretary
iBasis, Inc.
20 Second Avenue
Burlington, MA 01803
781-505-7955
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Dennis J. Friedman, Esq.
Eduardo Gallardo, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166
212-351-4000
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o
Check the box if the filing
relates solely to preliminary communications made before the commencement of a
tender offer.
This Amendment No. 17 to
the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and
supplemented from time to time, the Schedule 14D-9) amends and supplements
the Schedule 14D-9, originally filed by iBasis, Inc., a Delaware corporation
(the Company), with the Securities and Exchange Commission (the SEC) on July
30, 2009, relating to the tender offer by KPN B.V., a private limited liability
company organized under the laws of The Netherlands (Purchaser), which is a
wholly owned subsidiary of Koninklijke KPN N.V., a public company incorporated
under the laws of The Netherlands (KPN), pursuant to which Purchaser has
offered to buy all outstanding Shares that it does not already own, upon the
terms and subject to the conditions set forth in the offer to purchase dated July
28, 2009 (the Offer to Purchase) and the related letter of transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the Offer). The Offer is described in a Tender Offer Statement and
Rule 13e-3 Transaction Statement filed by KPN and Purchaser under cover of
Schedule TO with the SEC on July 28, 2009, as amended. Capitalized terms used
but not defined herein have the meanings ascribed to them in the Schedule 14D-9.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9
is hereby amended and supplemented by adding the following exhibits thereto:
Exhibit
No.
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Description
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(a)(55)
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Message emailed by the
Company to its employees on November 23, 2009.
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(a)(56)
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Customer talking points
provided to Companys sales staff on November 23, 2009.
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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.
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iBASIS, INC.
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By:
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/s/ Mark S. Flynn
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Name: Mark S. Flynn
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Title: Chief Legal Officer and Corporate
Secretary
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Dated: November 24,
2009
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