SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13E-3
(RULE 13e-3)
Transaction Statement Under Section 13(e) Of The Securities
Exchange Act of 1934 And Rule 13e-3 Thereunder
Rule 13e-3 Transaction Statement Under Section 13(e) of
the Securities Exchange Act of 1934
iBASIS,
INC.
(Name of the Issuer)
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 person authorized to
receive notices
and communications on behalf of the person filing statement)
With 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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This statement is
filed in connection with (check the appropriate box):
o
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a.
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The filing of
solicitation materials or an information statement subject to Regulation 14A,
Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act
of 1934.
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o
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b.
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The filing of a registration statement under the Securities Act of 1933.
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x
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c.
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A tender offer.
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o
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d.
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None of the above.
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Check
the following box if the soliciting materials or information statement referred
to in checking box (a) are preliminary copies:
o
Check the following box if the filing
is a final amendment reporting the results of the transaction:
o
Calculation
of Filing Fee
Transaction Value*
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Amount of Filing Fee**
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$93,327,384
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$5,208
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* Estimated for purposes of calculating the filing fee
only. This amount is determined by multiplying 31,109,128 shares of
common stock, par value $0.001 per share, of iBasis, Inc. by $3.00 per share,
which is the offer price. Such number of Shares represents the 71,230,202
shares of common stock issued and outstanding as of November 25, 2009 less
40,121,074 shares of common stock already owned by KPN B.V., a private limited
liability company organized under the laws of The Netherlands, and its
affiliates.
** The filing fee was calculated in
accordance with Rule 0-11 under the Securities Exchange Act of 1934, as
amended, and Fee Rate Advisory #5 for fiscal year 2009, issued on March 11,
2009, by multiplying the transaction value by .0000558.
x
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Check the box if
any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
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Amount
Previously Paid: $2,690
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Filing Party:
Koninklijke KPN N.V., KPN B.V.,
Celtic ICS Inc.
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Form or
Registration No.: Schedule TO-T
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Date Filed:
July 28, 2009
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Amount
Previously Paid: $1215.05
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Filing Party:
Koninklijke KPN N.V., KPN B.V.,
Celtic ICS Inc.
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Form or
Registration No.: Schedule TO-T/A
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Date Filed:
October 5, 2009
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Amount
Previously Paid: $1,302.05
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Filing Party:
Koninklijke KPN N.V., KPN B.V.,
Celtic ICS Inc.
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Form or
Registration No.: Schedule TO-T/A
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Date Filed:
November 23, 2009
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This Schedule
13E-3 (the Schedule 13E-3) is filed by iBasis, Inc. (the Company). The
filing person is the subject company. This Schedule 13E-3 relates to the
amended 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 of common stock, par value $0.001 per share, of the
Company (the Shares) that it does not already own, for $3.00 per Share in
cash (the Amended Offer).
The Amended Offer
is on the terms and subject to the conditions set forth in a Tender Offer
Statement and Rule 13e-3 Transaction Statement under cover of Schedule TO
initially filed by KPN and Purchaser with the Securities and Exchange
Commission (the SEC) on July 28, 2009, as amended by Amendment No. 1
through Amendment 8 thereof (collectively, the Schedule TO) which contains an
Offer to Purchase dated July 28, 2009 (as amended and supplemented by the
amendments to the Schedule TO as of the date hereof, the Offer to Purchase),
and the related letter of transmittal and other transmittal documents filed
with the SEC as exhibits to the Schedule TO.
The Offer to Purchase includes a Supplement to Offer to Purchase for
Cash, dated November 23, 2009, attached as Exhibit (a)(1)(xiv) to
Amendment No. 8 to the Schedule TO (the November Supplement).
The information
contained in the Solicitation/Recommendation Statement on Schedule 14D-9
filed by the Company on July 30, 2009, together with Amendment No. 1
through Amendment No. 18 thereof (collectively, the Schedule 14D-9),
copies of which are attached hereto as Exhibits (a)(2)(ii) to (a)(2)(xix),
are incorporated by reference, and the responses to each item in this
Schedule 13E-3 are qualified in their entirety by the information
contained in the Schedule 14D-9.
The cross
references below are being supplied pursuant to General Instruction G to
Schedule 13E-3 and show the location in the Schedule TO and
Schedule 14D-9 of the information required to be included in response to
the items of Schedule 13E-3. The information contained in the
Schedule TO and Schedule 14D-9, including all annexes thereto, is
incorporated by reference herein, and the responses to each Item in this
Schedule 13E-3 are qualified in their entirety by the information contained in the
Schedule TO and Schedule 14D-9 and the annexes thereto. All
information contained in this Schedule 13E-3 concerning the Company, Parent or
the Purchaser has been provided by such person and not by any other person.
Item
1.
Summary Term Sheet.
The
information set forth in the Offer to Purchase under the heading Summary Term
Sheet and in the November Supplement under the heading Summary Term
Sheet is incorporated by reference herein.
Item
2.
Subject Company Information.
(a)-(b) The
information set forth in the Schedule 14D-9 under Item 1 Subject Company
Information is incorporated herein by reference.
(c)-(d) The
information set forth in the Schedule 14D-9 under Item 1 Subject Company
Information, in the Offer to Purchase under the headings The Tender Offer Section 6.
Price Range of the Shares; Dividends and The Tender Offer Section 10.
Dividends and Distributions and in the November Supplement under the
heading Additional Information Regarding the Tender Offer Price Range of the
Shares; Dividends is incorporated herein by reference.
(e) Not
applicable.
(f) The information set forth in the Schedule 14D-9 under
Item 1(b) Subject Company Information Securities is incorporated
herein by reference.
Item
3.
Identity and Background of Filing Person.
The subject company
is the filing person. The information set forth in
the Schedule 14D-9 under
Item 1(a) Subject Company Information Name and
Address, Item 2 Identity and Background
of Filing Person, in Schedule A to the Schedule 14D-9, in the Offer
to Purchase under the heading The Tender Offer Section 8. Certain
Information Concerning Parent, Purchaser, Merger Sub and Their Directors and
Executive Officers and in Schedule I to the Offer to Purchase is incorporated
herein by reference.
Item
4.
Terms of the Transaction.
(a) The
information set forth in the Schedule 14D-9 under Item 2 Identity and
Background of Filing Person and Item 8(i) Additional
Information The Settlement Agreement, in the Offer to Purchase under
the headings Summary Term Sheet, Introduction, The Tender Offer Section 1.
Terms of the Offer, The Tender Offer Section 2. Acceptance
2
for Payment and Payment for Shares, The Tender Offer Section 3.
Procedures for Accepting the Offer and Tendering Shares, The Tender Offer Section 4.
Withdrawal Rights, and The Tender Offer Section 5. Certain United
States Federal Income Tax Consequences and in the November Supplement
under the headings
Summary Term Sheet, and Introduction is incorporated herein by
reference.
(c) Not applicable.
(d) The information set forth in the Schedule 14D-9 under Item 8(d) Additional
Information Appraisal Rights, in the Offer to Purchase under the heading Special
Factors Section 10. Appraisal Rights; Rule 13e-3, in
Schedule II to the Offer Purchase, in the November Supplement under
the heading Special Factors Appraisal Rights and in Schedule I to the November Supplement
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.
(f) Not applicable.
Item
5.
Past Contacts, Transactions, Negotiations
and Agreements.
(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)-(c) The information set forth in the Schedule 14D-9 under
Item 3 Past Contacts, Transactions, Negotiations and Agreements, Item 4(c) The
Solicitation or Recommendation Background of the Offer, Item 7 Purposes
of the Transaction and Plans or Proposals and Item 8(i) Additional
Information The Settlement Agreement is incorporated herein by reference.
(e) The information set forth in the Schedule 14D-9 under
Item 3 Past Contacts, Transactions, Negotiations and Agreements is
incorporated herein by reference.
Item
6.
Purpose of the Transactions and Plans or
Proposals.
(b) The information set forth in the Schedule 14D-9 under Item
8(i) Additional Information The Settlement
Agreement, in the Offer to Purchase under the headings Summary Term
Sheet, Introduction, Special Factors Section 1. Background of the Offer,
Special Factors Section 2. Purpose of and Reasons for the Offer; Consideration
of Alternatives and Special Factors Section 3. Plans for the Company;
Certain Effects of the Offer and in the November Supplement under the
headings Summary Term Sheet, Introduction, Special Factors Background of
the Offer and Special Factors Plans for the Company; Certain Effects of the
Offer is incorporated herein by reference.
(c)(1)-(8) The
information set forth in the Schedule 14D-9 under Item 3
Past Contacts, Transactions, Negotiations and Agreements, Item 7 Purposes
of the Transaction and Plans or Proposals and Item
8(i) Additional Information The Settlement Agreement, in the
Offer to Purchase under the headings Summary Term Sheet, Introduction, Special
Factors Section 1. Background of the Offer, Special Factors Section 2.
Purpose of and Reasons for the Offer; Consideration of Alternatives, Special
Factors Section 3. Plans for the Company; Certain Effects of the Offer
and Special Factors Section 8. Certain Effects on Stockholders and
Conduct of the Companys Business if the Offer is Not Consummated and in the November Supplement
under the headings Summary Term Sheet, Introduction, Special Factors
Background of the Offer and Special Factors Plans for the Company; Certain
Effects of the Offer is incorporated herein by reference.
Item 7.
Purposes, Alternatives, Reasons and
Effects.
(a)-(c) The information set forth in the Schedule 14D-9 under Item
3 Past Contacts, Transactions, Negotiations and Agreements, Item 4 The Solicitation
or Recommendation and Item 7 Purposes of the Transaction and Plans or
Proposals, in the Offer to Purchase under the headings Summary Term Sheet, Introduction,
Special Factors Section 1. Background of the Offer, Special Factors
Section 2. Purpose of and Reasons for the Offer; Consideration of
Alternatives, and Special Factors Section 3. Plans for the Company; Certain
Effects of the Offer and in the November Supplement under the headings Summary
Term Sheet, Introduction, Special Factors Background of the Offer and Special
Factors Plans for the Company; Certain Effects of the Offer is incorporated
herein by reference.
(d) The information set forth in the Schedule 14D-9 under Item 3 Past
Contacts, Transactions, Negotiations and Agreements and Item 4 The
Solicitation or Recommendation and in the Offer to Purchase under the headings
Summary Term Sheet, Introduction, Special Factors Section 3. Plans
for the Company; Certain Effects of the Offer, Special Factors Section 8.
Certain Effects on Stockholders and Conduct of the Companys Business if the
Offer is Not
3
Consummated and The Tender Offer Section 5.
Certain United States Federal Income Tax Consequences and in the November Supplement
under the headings Summary Term Sheet, Introduction and Special Factors
Plans for the Company; Certain Effects of the Offer is incorporated herein by
reference.
Item
8.
Fairness of the Transaction.
(a)-(c) The information set forth in the Schedule 14D-9 under Item
2(b) Identity and Background of Filing PersonTender Offer and under
Item 4 The Solicitation or Recommendation is incorporated herein by reference.
(d) The information set forth in the Schedule 14D-9 under Item 4(d) The Solicitation or
Recommendation Reasons for the Special Committees Recommendation
is incorporated herein by reference.
(e) The information set forth in the Schedule 14D-9
under Item 4(d) The Solicitation or
Recommendation Reasons for the Special Committees Recommendation
is incorporated herein by reference.
(f) None.
Item
9.
Reports, Opinions, Appraisals and Negotiations.
The information set forth in the
Schedule 14D-9 under Item
4(c) The Solicitation or Recommendation Background of the Offer, Item 4(d) The
Solicitation or Recommendation Opinion of the Special Committees
Financial Advisor and Item 5 Person/Assets, Retained, Employed, Compensated
or Used is incorporated herein by reference.
Item
10.
Source and Amounts of Funds or Other
Consideration.
(a)-(b) The
information set forth in the Schedule 14D-9 under Item 2(b) Identity and
Background of Filing PersonTender Offer, in the Offer to Purchase under the
headings Summary Term Sheet, Introduction and The Tender Offer Section 9.
Source and Amount of Funds and the November Supplement under the headings
Summary Term Sheet and Introduction 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.
(d) The
information set forth in the Offer to Purchase under the headings Summary Term
Sheet, Introduction, and The Tender Offer Section 9. Source and
Amount of Funds and in the November Supplement under the headings Summary
Term Sheet and Introduction is incorporated herein by reference.
Item
11.
Interest in Securities of the Subject
Company.
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.
Item
12.
The Solicitation or Recommendation.
(d) The
information set forth in the Schedule 14D-9 under Item 4(b) The
Solicitation or Recommendation Intent to Tender is incorporated herein by
reference.
(e) The
information set forth in the Schedule 14D-9 under Item
3(d) Past Contracts, Transactions, Negotiations and AgreementsThe
Companys Relationships with KPN and Item 4(d) The
Solicitation or Recommendation Reasons for the Special Committees
Recommendation is incorporated herein by reference.
Item 13.
Financial Statements.
The audited
consolidated financial statements of the Company as of and for the fiscal years
ended December 31, 2008 and December 31, 2007, and the notes thereto,
are incorporated herein by reference to Item 8 of the Companys Annual Report
on Form 10-K for the fiscal year ended December 31, 2008 filed by the
Company on March 13, 2009. The
unaudited consolidated financial statements of the Company for the nine months
ended September 30, 2009, and the notes thereto, are incorporated herein
by reference to Item 1 of the Companys Quarterly Report on Form
4
10-Q for the
quarterly period ended September 30, 2009 filed by the Company on November 9,
2009. The information set forth in
the
Offer to Purchase under the heading The Tender Offer Section 7. Certain
Information Concerning the Company and the November Supplement under the
heading Additional Information Regarding the Tender Offer Recent
Developments is incorporated herein by reference.
Item
14.
Persons/Assets, Retained, Employed,
Compensated or Used.
(a) The information set forth in the Schedule
14D-9 under Item 3(d) Past Contracts, Transactions, Negotiations and
Agreements
The Companys Relationships with KPN and Item 5 Persons/Assets, Retained, Employed,
Compensated or Used is incorporated herein by reference.
(b) The information set forth in the Schedule
14D-9 under the heading Item 5 Persons/Assets, Retained, Employed, Compensated
or Used is incorporated herein by reference.
Item
15.
Additional Information.
(b) The information set forth in the Schedule
14D-9 under the heading Item 8. Additional Information is incorporated herein
by reference.
Item
16.
Exhibits.
Exhibit
No.
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Description
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(a)(1)(i)
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Schedule TO-T filed by
Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on July 28, 2009.
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(a)(1)(ii)
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Schedule TO-T (Amendment
No. 1) filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
August 6, 2009.
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(a)(1)(iii)
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Schedule TO-T
(Amendment No. 2) filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS
Inc. on August 13, 2009.
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(a)(1)(iv)
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Schedule TO-T
(Amendment No. 3) filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS
Inc. on August 21, 2009.
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(a)(1)(v)
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Schedule TO-T
(Amendment No. 4) filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS
Inc. on August 21, 2009.
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(a)(1)(vi)
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Schedule TO-T
(Amendment No. 5) filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS
Inc. on October 5, 2009.
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(a)(1)(vii)
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Schedule TO-T
(Amendment No. 6) filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS
Inc. on October 20, 2009.
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(a)(1)(viii)
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Schedule TO-T
(Amendment No. 7) filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS
Inc. on November 9, 2009.
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(a)(1)(ix)
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Schedule TO-T
(Amendment No. 8) filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS
Inc. on November 23, 2009.
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(a)(1)(x)
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Offer to Purchase,
dated July 28, 2009 (incorporated by reference to
Exhibit (a)(1)(i) to the Schedule TO-T filed by Koninklijke KPN
N.V., KPN B.V. and Celtic ICS Inc. on July 28, 2009).
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(a)(1)(xi)
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Letter of Transmittal
(incorporated by reference to Exhibit (a)(1)(ii) to the Schedule
TO-T filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
July 28, 2009).
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(a)(1)(xii)
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Notice of Guaranteed
Delivery (incorporated by reference to Exhibit (a)(1)(iii) to the
Schedule TO-T filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
July 28, 2009).
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(a)(1)(xiii)
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Letter to Brokers,
Dealers, Commercial Banks, Trust Companies and Nominees (incorporated by
reference to Exhibit (a)(1)(iv) to the Schedule TO-T filed by
Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on July 28, 2009).
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(a)(1)(xiv)
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Letter to Clients for
Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(incorporated by reference to Exhibit (a)(1)(v) to the Schedule
TO-T filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
July 28, 2009).
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(a)(1)(xv)
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Summary Advertisement
published in the
Wall Street Journal
on July 28, 2009 (incorporated by reference to
Exhibit (a)(1)(vi) to the Schedule TO-T filed by Koninklijke KPN
N.V. on July 28, 2009).
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(a)(1)(xvi)
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Letter dated
July 12, 2009 to the board of directors of iBasis, Inc.
(incorporated by reference to Exhibit D to the Schedule 13D amendment
filed by KPN B.V., Koninklijke KPN N.V. and Celtic ICS Inc. on July 13,
2009).
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(a)(1)(xvii)
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Press Release issued by
the Company on July 13, 2009 (incorporated by reference to the Companys
preliminary communications filed by the Company under cover of
Schedule 14D-9 on July 14, 2009).
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(a)(1)(xviii)
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Press release issued by
Koninklijke KPN N.V. on July 13, 2009 (incorporated by reference to
Exhibit E to the Schedule 13D amendment filed by KPN B.V., Koninklijke
KPN N.V. and Celtic ICS Inc. on July 13,
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5
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2009).
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(a)(1)(xix)
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Press release issued by
the Company on July 21, 2009 (incorporated by reference to Companys
preliminary communications filed by the Company under cover of
Schedule 14D-9 on July 21, 2009).
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(a)(1)(xx)
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Letter to Stockholders
dated July 30, 2009 (incorporated by reference to
Exhibit (a)(1) to the Companys Solicitation/Recommendation
Statement on Schedule 14D-9 filed on July 31, 2009).
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(a)(1)(xxi)
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Press Release issued by
the Company on July 30, 2009 (incorporated by reference to
Exhibit (a)(2) to the Companys Solicitation/Recommendation
Statement on Schedule 14D-9 filed on July 30, 2009).
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(a)(1)(xxii)
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Email dated
July 31, 2009 to the Companys employees (incorporated by reference to
Exhibit (a)(7) to Amendment No. 1 to the Companys
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
July 31, 2009).
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(a)(1)(xxiii)
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Press Release issued by
the Company on August 3, 2009 (incorporated by reference to
Exhibit (a)(8) to Amendment No. 2 to the Companys
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
August 4, 2009).
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(a)(1)(xxiv)
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Press Release issued by
the Company on August 4, 2009 (incorporated by reference to
Exhibit (a)(11) to Amendment No. 2 to the Companys
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
August 4, 2009).
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(a)(1)(xxv)
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Press Release issued by
the Company on August 6, 2009 (incorporated by reference to
Exhibit (a)(13) to Amendment No. 4 to the Companys
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
August 6, 2009).
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(a)(1)(xxvi)
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Press Release issued by
the Company on August 6, 2009 (incorporated by reference to
Exhibit (a)(14) to Amendment No. 4 to the Companys
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
August 6, 2009).
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(a)(1)(xxvii)
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Press release issued by
Koninklijke KPN N.V. on August 6, 2009 (incorporated by reference to
Exhibit (a)(1)(ix) to Amendment No. 1 to the Schedule TO-T
filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on August 6,
2009).
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(a)(1)(xxviii)
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Press Release issued by
the Company on August 13, 2009 (incorporated by reference to
Exhibit (a)(15) to Amendment No. 6 to the Companys
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
August 13, 2009).
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(a)(1)(xxix)
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Press Release issued by
Koninklijke KPN N.V. on August 13, 2009 (incorporated by reference to
Exhibit (a)(1)(x) to Amendment No. 2 to the Schedule TO-T
filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
August 13, 2009).
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(a)(1)(xxx)
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Press Release issued by
the Company on August 17, 2009 (incorporated by reference to
Exhibit (a)(16) to Amendment No. 7 to the Companys
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
August 17, 2009).
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(a)(1)(xxxi)
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Press Release issued by
the Company on August 18, 2009 (incorporated by reference to
Exhibit (a)(17) to Amendment No. 8 to the Companys Solicitation/Recommendation
Statement on Schedule 14D-9 filed on August 18, 2009).
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(a)(1)(xxxii)
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Press Release issued by
Koninklijke KPN N.V. on August 21, 2009 (incorporated by reference to
Exhibit (a)(1)(xi) to Amendment No. 3 to the Schedule TO-T filed by
Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on August 21, 2009).
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(a)(1)(xxxiii)
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Press Release issued by
the Company on August 24, 2009 (incorporated by reference to
Exhibit (a)(19) to Amendment No. 9 to the Companys
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
August 24, 2009).
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(a)(1)(xxxiv)
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Press Release issued by
the Company on October 5, 2009 (incorporated by reference to
Exhibit (a)(20) to Amendment No. 11 to the Companys
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
October 5, 2009).
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(a)(1)(xxxv)
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Press Release issued by
Koninklijke KPN N.V. on October 5, 2009 (incorporated by reference to
Exhibit (a)(1)(xii) to Amendment No. 5 to the Schedule TO-T filed
by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on October 5,
2009).
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(a)(1)(xxxvi)
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Press Release issued by
the Company on October 9, 2009 (incorporated by reference to
Exhibit (a)(21) to Amendment No. 12 to the Companys
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
October 9, 2009).
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(a)(1)(xxxvii)
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Press Release issued by
the Company on October 15, 2009 (incorporated by reference to
Exhibit (a)(23) to Amendment No. 13 to the Companys
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
October 15, 2009).
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(a)(1)(xxxviii)
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Press Release issued by
the Company on October 20, 2009 (incorporated by reference to
Exhibit (a)(24) to Amendment No. 14 to the Companys
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
October 20, 2009).
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(a)(1)(xxxix)
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Press Release issued by
Koninklijke KPN N.V. on October 20, 2009 (incorporated by reference to
Exhibit (a)(1)(xiii) to Amendment No. 6 to the Schedule TO-T filed
by Koninklijke KPN N.V., KPN B.V. and
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6
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Celtic ICS Inc. on
October 20, 2009).
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(a)(1)(xl)
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Supplement to Offer to
Purchase, dated November 23, 2009 (incorporated by reference to
Exhibit (a)(1)(xiv) to Amendment No. 8 to the Schedule TO-T filed
by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on November 23,
2009).
|
(a)(1)(xli)
|
|
Amended and Restated
Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(xv)
to Amendment No. 8 to the Schedule TO-T filed by Koninklijke KPN N.V.,
KPN B.V. and Celtic ICS Inc. on November 23, 2009).
|
(a)(1)(xlii)
|
|
Amended and Restated
Notice of Guaranteed Delivery (incorporated by reference to
Exhibit (a)(1)(xvi) to Amendment No. 8 to the Schedule TO-T filed
by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on November 23,
2009).
|
(a)(1)(xliii)
|
|
Revised Letter to
Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(incorporated by reference to Exhibit (a)(1)(xvii) to Amendment
No. 8 to the Schedule TO-T filed by Koninklijke KPN N.V., KPN B.V. and
Celtic ICS Inc. on November 23, 2009).
|
(a)(1)(xliv)
|
|
Revised Letter to
Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees (incorporated by reference to Exhibit (a)(1)(xviii)
to Amendment No. 8 to the Schedule TO-T filed by Koninklijke KPN N.V.,
KPN B.V. and Celtic ICS Inc. on November 23, 2009).
|
(a)(1)(xlv)
|
|
Press Release issued by
Koninklijke KPN N.V. and the Company, dated November 23, 2009
(incorporated by reference to Exhibit (a)(1)(xix) to Amendment
No. 8 to the Schedule TO-T filed by Koninklijke KPN N.V., KPN B.V. and
Celtic ICS Inc. on November 23, 2009).
|
(a)(1)(xlvi)
|
|
Resignation Letter of
Ofer Gneezy, dated November 23, 2009 (incorporated by reference from
Exhibit 10.2 to the Companys Form 8-K filed November 23,
2009).
|
(a)(1)(xlvii)
|
|
Resignation Letter of
Gordon J. VanderBrug, Ph.D., dated November 23, 2009 (incorporated by
reference from Exhibit 10.3 to the Companys Form 8-K filed
November 23, 2009).
|
(a)(1)(xlviii)
|
|
Message emailed by the
Company to its employees on November 23, 2009 (incorporated by reference
to Exhibit (a)(55) to Amendment No. 17 to the Companys
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
November 25, 2009).
|
(a)(1)(xlix)
|
|
Customer talking points
provided to Companys sales staff on November 23, 2009 (incorporated by
reference to Exhibit (a)(56) to Amendment No. 17 to the Companys
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
November 25, 2009).
|
(a)(2)(i)
|
|
Solicitation/Recommendation
Statement on Schedule 14D-9, dated July 30, 2009.
|
(a)(2)(ii)
|
|
Solicitation/Recommendation
Statement (Amendment No. 1) on Schedule 14D-9, dated
July 31, 2009.
|
(a)(2)(iii)
|
|
Solicitation/Recommendation
Statement (Amendment No. 2) on Schedule 14D-9, dated
August 4, 2009.
|
(a)(2)(iv)
|
|
Solicitation/Recommendation
Statement (Amendment No. 3) on Schedule 14D-9, dated
August 6, 2009.
|
(a)(2)(v)
|
|
Solicitation/Recommendation
Statement (Amendment No. 4) on Schedule 14D-9, dated
August 7, 2009.
|
(a)(2)(vi)
|
|
Solicitation/Recommendation
Statement (Amendment No. 5) on Schedule 14D-9, dated
August 12, 2009.
|
(a)(2)(vii)
|
|
Solicitation/Recommendation
Statement (Amendment No. 6) on Schedule 14D-9, dated
August 14, 2009.
|
(a)(2)(viii)
|
|
Solicitation/Recommendation
Statement (Amendment No. 7) on Schedule 14D-9, dated
August 17, 2009.
|
(a)(2)(ix)
|
|
Solicitation/Recommendation
Statement (Amendment No. 8) on Schedule 14D-9, dated
August 18, 2009.
|
(a)(2)(x)
|
|
Solicitation/Recommendation
Statement (Amendment No. 9) on Schedule 14D-9, dated
August 24, 2009.
|
(a)(2)(xi)
|
|
Solicitation/Recommendation
Statement (Amendment No. 10) on Schedule 14D-9, dated
September 14, 2009.
|
(a)(2)(xii)
|
|
Solicitation/Recommendation
Statement (Amendment No. 11) on Schedule 14D-9, dated
October 5, 2009.
|
(a)(2)(xiii)
|
|
Solicitation/Recommendation
Statement (Amendment No. 12) on Schedule 14D-9, dated
October 9, 2009.
|
(a)(2)(xiv)
|
|
Solicitation/Recommendation
Statement (Amendment No. 13) on Schedule 14D-9, dated
October 15, 2009.
|
(a)(2)(xv)
|
|
Solicitation/Recommendation
Statement (Amendment No. 14) on Schedule 14D-9, dated
October 20, 2009.
|
(a)(2)(xvi)
|
|
Solicitation/Recommendation
Statement (Amendment No. 15) on Schedule 14D-9, dated
November 5, 2009.
|
(a)(2)(xvii)
|
|
Solicitation/Recommendation
Statement (Amendment No. 16) on Schedule 14D-9, dated
November 23, 2009.
|
(a)(2)(xviii)
|
|
Solicitation/Recommendation
Statement (Amendment No. 17) on Schedule 14D-9, dated
November 25, 2009.
|
(a)(2)(xix)
|
|
Solicitation/Recommendation
Statement (Amendment No. 18) on Schedule 14D-9, dated
November 27, 2009.
|
(a)(5)(i)
|
|
Complaint filed by the
Company on August 3, 2009 in action captioned as
iBasis, Inc. v.
Koninklijke KPN N.V., et al.
, Civil Action No. 4774-VCS, in the
Court of Chancery of the State of Delaware (incorporated by reference to
Exhibit (a)(9) to Amendment No. 2 to the Companys
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
August 4, 2009).
|
(a)(5)(ii)
|
|
Answer and
Counterclaims filed by Koninklijke KPN N.V. on August 13, 2009 in action
captioned as
iBasis, Inc. v. Koninklijke KPN N.V., et al.
, Civil
Action No. 4774-VCS, in the Court of Chancery of the State of Delaware
(incorporated by reference to Exhibit (a)(5)(ii) to Amendment
No. 3 to the Schedule TO-
|
7
|
|
T filed by Koninklijke
KPN N.V. on August 21, 2009).
|
(a)(5)(iii)
|
|
Complaint filed by the
Company on August 18, 2009 in action captioned as
iBasis, Inc.
v. Koninklijke KPN N.V., et al.
, No. 09 CV 7288, in the United
States District Court for the Southern District of New York (incorporated by
reference to Exhibit (a)(18) to Amendment No. 8 to the Companys
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
August 18, 2009).
|
(a)(5)(iv)
|
|
Email dated
October 24, 2008 attaching KPN Presentation (JX51a) (incorporated by
reference to Exhibit (a)(5)(iv) to Amendment No. 7 to the
Schedule TO-T filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
November 9, 2009).
|
(a)(5)(v)
|
|
KPN Presentation dated
November 2008 (incorrectly dated November 2009) (JX162)
(incorporated by reference to Exhibit (a)(5)(v) to Amendment
No. 7 to the Schedule TO-T filed by Koninklijke KPN N.V., KPN B.V. and
Celtic ICS Inc. on November 9, 2009).
|
(a)(5)(vi)
|
|
Email dated
April 6, 2009 attaching KPN Presentation (JX230) (incorporated by
reference to Exhibit (a)(5)(vi) to Amendment No. 7 to the
Schedule TO-T filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
November 9, 2009).
|
(a)(5)(vii)
|
|
Email dated
April 6, 2009 attaching KPN Presentation (JX193a) (incorporated by
reference to Exhibit (a)(5)(vii) to Amendment No. 7 to the
Schedule TO-T filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
November 9, 2009).
|
(a)(5)(viii)
|
|
Email dated
April 7, 2009 attaching KPN Presentation (JX240) (incorporated by
reference to Exhibit (a)(5)(viii) to Amendment No. 7 to the
Schedule TO-T filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
November 9, 2009).
|
(a)(5)(ix)
|
|
Email dated
April 7, 2009 attaching KPN Presentation (JX192) (incorporated by
reference to Exhibit (a)(5)(ix) to Amendment No. 7 to the Schedule
TO-T filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
November 9, 2009).
|
(a)(5)(x)
|
|
Email dated
April 7, 2009 attaching KPN Presentation (JX85) (incorporated by
reference to Exhibit (a)(5)(x) to Amendment No. 7 to the
Schedule TO-T filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
November 9, 2009).
|
(a)(5)(xi)
|
|
KPN Presentation dated
April 9, 2009 (JX195) (incorporated by reference to
Exhibit (a)(5)(xi) to Amendment No. 7 to the Schedule TO-T filed by
Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on November 9, 2009).
|
(a)(5)(xii)
|
|
KPN Presentation dated
April 9, 2009 (JX243) (incorporated by reference to
Exhibit (a)(5)(xii) to Amendment No. 7 to the Schedule TO-T filed
by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on November 9,
2009).
|
(a)(5)(xiii)
|
|
Email dated
April 14, 2009 attaching KPN Presentation (JX246a) (incorporated by
reference to Exhibit (a)(5)(xiii) to Amendment No. 7 to the
Schedule TO-T filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
November 9, 2009).
|
(a)(5)(xiv)
|
|
KPN Presentation dated
April 16, 2009 (JX247) (incorporated by reference to
Exhibit (a)(5)(xiv) to Amendment No. 7 to the Schedule TO-T filed
by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on November 9,
2009).
|
(a)(5)(xv)
|
|
Email dated
April 21, 2009 attaching KPN Presentation (JX1278) (incorporated by
reference to Exhibit (a)(5)(xv) to Amendment No. 7 to the Schedule
TO-T filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
November 9, 2009).
|
(a)(5)(xvi)
|
|
Email dated
April 29, 2009 attaching KPN Presentation (JX96) (incorporated by
reference to Exhibit (a)(5)(xvi) to Amendment No. 7 to the Schedule
TO-T filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
November 9, 2009).
|
(a)(5)(xvii)
|
|
KPN Presentation dated
May 28, 2009 (JX197) (incorporated by reference to
Exhibit (a)(5)(xvii) to Amendment No. 7 to the Schedule TO-T filed
by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on November 9,
2009).
|
(a)(5)(xviii)
|
|
Email dated
June 2, 2009 attaching KPN Presentation (JX103) (incorporated by
reference to Exhibit (a)(5)(xviii) to Amendment No. 7 to the
Schedule TO-T filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
November 9, 2009).
|
(a)(5)(xix)
|
|
KPN Presentation dated
June 4, 2009 (JX105) (incorporated by reference to
Exhibit (a)(5)(xix) to Amendment No. 7 to the Schedule TO-T filed
by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on November 9,
2009).
|
(a)(5)(xx)
|
|
Email dated
June 10, 2009 attaching KPN Presentation (JX261) (incorporated by
reference to Exhibit (a)(5)(xx) to Amendment No. 7 to the Schedule
TO-T filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
November 9, 2009).
|
(a)(5)(xxi)
|
|
Email dated
June 11, 2009 attaching KPN Presentation (JX1280a) (incorporated by
reference to Exhibit (a)(5)(xxi) to Amendment No. 7 to the Schedule
TO-T filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
November 9, 2009).
|
(a)(5)(xxii)
|
|
Email dated
June 12, 2009 attaching KPN Presentation (JX115a) (incorporated by
reference to Exhibit
|
8
|
|
(a)(5)(xxii) to
Amendment No. 7 to the Schedule TO-T filed by Koninklijke KPN N.V., KPN
B.V. and Celtic ICS Inc. on November 9, 2009).
|
(a)(5)(xxiii)
|
|
Email dated
July 7, 2009 attaching KPN Presentation (JX198a) (incorporated by
reference to Exhibit (a)(5)(xxiii) to Amendment No. 7 to the
Schedule TO-T filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
November 9, 2009).
|
(a)(5)(xxiv)
|
|
KPN Presentation dated
July 8, 2009 (JX124) (incorporated by reference to
Exhibit (a)(5)(xxiv) to Amendment No. 7 to the Schedule TO-T filed
by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on November 9,
2009).
|
(a)(5)(xxv)
|
|
Stipulation and Order
of Dismissal with Prejudice By Counsel to the Company, Koninklijke KPN N.V.,
KPN B.V., Celtic ICS Inc., and individual members of the board of directors
of the Company and individual officers and members of the Supervisory Board
and Board of Management of Koninklijke KPN N.V., filed in
iBasis, Inc. v. Koninklijke KPN N.V., et
al.,
Civil Action No. 4774-VCS (in the Court of Chancery of
the State of Delaware) and dated November 23, 2009 (incorporated by
reference to Exhibit (a)(5)(xxv) to Amendment No. 8 to the Schedule
TO-T filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
November 23, 2009).
|
(a)(5)(xxvi)
|
|
Stipulation Dismissing
the Complaint with Prejudice By Counsel to the Company, Koninklijke KPN N.V.,
KPN B.V., Celtic ICS Inc., and individual members of the board of directors
of the Company and individual officers and members of the Board of Management
of Koninklijke KPN N.V., filed in
iBasis, Inc. v.
Koninklijke KPN N.V., et al.,
No. 09 CV 7288 (in the United
States District Court for the Southern District of New York) and dated
November 23, 2009 (incorporated by reference to
Exhibit (a)(5)(xxvi) to Amendment No. 8 to the Schedule TO-T filed
by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on November 23,
2009).
|
(a)(5)(xxvii)
|
|
Transcript of Trial
held before the Delaware Court of Chancery on October 28 and
October 29, 2009 (incorporated by reference to Exhibit (a)(25) to
Amendment No. 15 to the Companys Solicitation/Recommendation Statement
on Schedule 14D-9 filed on November 5, 2009).
|
(a)(5)(xxviii)
|
|
Rights Agreement, dated
as of July 30, 2009, by and between the Company and Computershare Trust
Company, N.A., as rights agent, which includes as Exhibit B the
Form of Rights Certificate (incorporated by reference to
Exhibit 4.1 to the Form 8-K filed by the Company on July 30,
2009).
|
(a)(5)(xxix)
|
|
Amendment to Rights
Agreement, dated as of November 25, 2009 between the Company and
Computer Share Trust Company N.A. (incorporated by reference to
Exhibit 10.1 to the Form 8-K filed by the Company on
November 27, 2009).
|
(a)(5)(xxx)
|
|
KPNs Projections
entitled Strategic Scenarios iBasis, 2009-2012, dated June 12, 2009
(incorporated by reference to Exhibit (a)(10) to Amendment
No. 2 to the Companys Solicitation/Recommendation Statement on Schedule
14D-9 filed on August 4, 2009).
|
(a)(5)(xxxi)
|
|
Investor Presentation
(incorporated by reference to Exhibit 99.1 to the Companys Current
Report on Form 8-K filed August 6, 2009).
|
(b)
|
|
Euro 1,500,000,000
Syndicating Revolving Credit Agreement dated as of August 16, 2006 among
Koninklijke KPN N.V., ABN AMRO Bank N.V., as facility agent, an original
lender, a mandated lead arranger, euro swingline agent and dollar swingline
agent, and the other financial institutions party thereto (incorporated by
reference to Exhibit C to the Schedule 13D amendment filed by
Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on July 13, 2009)
|
(c)(i)
|
|
Presentation by
Jefferies to the Special Committee, dated July 29, 2009 (incorporated by
reference to Exhibit (a)(50) to Amendment No. 16 to the Companys Solicitation/Recommendation
Statement on Schedule 14D-9, filed on November 23, 2009).
|
(c)(ii)
|
|
Opinion of
Jefferies & Company, Inc., dated as of July 29, 2009
(incorporated by reference to Annex A to the Companys
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
July 30, 2009).
|
(c)(iii)
|
|
Opinion of
Jefferies & Company, Inc., dated as of October 14, 2009
(incorporated by reference to Annex B to Amendment No. 13 to the
Companys Solicitation/Recommendation Statement on Schedule 14D-9 filed on
October 15, 2009).
|
(c)(iv)
|
|
Presentation by
Jefferies to the Special Committee, dated October 13, 2009 (incorporated
by reference to Exhibit (a)(51) to Amendment No. 16 to the
Companys Solicitation/Recommendation Statement on Schedule 14D-9, filed on
November 23, 2009).
|
(c)(v)
|
|
Presentation by
Jefferies to the Special Committee, dated November 22, 2009
(incorporated by reference to Exhibit (a)(49) to Amendment No. 16
to the Companys Solicitation/Recommendation Statement on Schedule 14D-9,
filed on November 23, 2009).
|
(c)(vi)
|
|
Opinion of
Jefferies & Company, Inc., dated as of November 22, 2009
(incorporated by reference to Annex C to Amendment No. 16 to the
Companys Solicitation/Recommendation Statement on Schedule 14D-9 filed
November 23, 2009).
|
(d)(i)
|
|
Share Purchase and Sale
Agreement dated as of June 21, 2006 between the Company and KPN B.V.
(incorporated by reference to Exhibit 2 to the Schedule 13D amendment
filed by KPN B.V. and
|
9
|
|
Koninklijke KPN N.V. on
October 11, 2007).
|
(d)(ii)
|
|
Amendment No. 1
dated as of December 18, 2006 to Share Purchase and Sale Agreement
between the Company and KPN B.V. (incorporated by reference to Exhibit 3
to the Schedule 13D amendment filed by KPN B.V. and Koninklijke KPN N.V. on
October 11, 2007).
|
(d)(iii)
|
|
Amendment No. 2
dated as of April 26, 2007 to Share Purchase and Sale Agreement between
the Company and KPN B.V. (incorporated by reference to Exhibit 4 to the
Schedule 13D amendment filed by KPN B.V. and Koninklijke KPN N.V. on
October 11, 2007).
|
(d)(iv)
|
|
Amendment No. 3
dated as of August 1, 2007 to Share Purchase and Sale Agreement between
the Company and KPN B.V. (incorporated by reference to Exhibit 5 to the
Schedule 13D amendment filed by KPN B.V. and Koninklijke KPN N.V. on
October 11, 2007).
|
(d)(v)
|
|
Registration Rights
Agreement dated as of October 1, 2007 between the Company and KPN B.V.
(incorporated by reference to Exhibit 4.01 to the Current Report on
Form 8-K filed by the Company on October 5, 2007).
|
(d)(vi)
|
|
Second Amended and
Restated By-laws of the Company (incorporated by reference to
Exhibit 3.01 to the Current Report on Form 8-K filed by the Company
on October 5, 2007).
|
(d)(vii)
|
|
Amendment No. 1 to
the Second Amended and Restated By-laws of the Company (incorporated by
reference to Exhibit 3.1 to the Current Report on Form 8-K filed by
the Company on November 14, 2007).
|
(d)(viii)
|
|
Settlement Agreement
dated as of November 23, 2009 among the Company, Koninklijke KPN N.V.,
KPN B.V. and Celtic ICS Inc.) (incorporated by reference to
Exhibit (d)(viii) to Amendment No. 8 to the Schedule TO-T
filed by Koninklijke KPN N.V., KPN B.V. and Celtic ICS Inc. on
November 23, 2009).
|
(d)(ix)
|
|
Letter Agreement dated
November 25, 2009 among the Company, Koninklijke KPN N.V., KPN B.V. and
Celtic ICS Inc. (incorporated by reference to Exhibit (a)(57) to
Amendment No. 18 to the Companys Solicitation/Recommendation Statement
on Schedule 14D-9, filed on November 27, 2009).
|
(d)(x)
|
|
iBasis, Inc.
2007 Stock Plan (incorporated by reference from Exhibit 10.1 to the
Companys Current Report on Form 8-K filed on October 3, 2007).
|
(d)(xi)
|
|
Form of
Stock Option Agreement under the iBasis, Inc. 2007 Stock Plan
(incorporated by reference from Exhibit 10.2 to the Companys Current
Report on Form 8-K filed on October 3, 2007).
|
(d)(xii)
|
|
1997 Stock
Incentive Plan of the Company (incorporated by reference from
Exhibit 10.8 to the Companys Registration Statement on Form S-1).
|
(d)(xiii)
|
|
Amended and
Restated 1997 Stock Incentive Plan, amended March 2005 (incorporated by
reference from Appendix A to the Companys Proxy Statement dated
April 13, 2005).
|
(d)(xiv)
|
|
2009 Executive
Officer Bonus Plan (incorporated by reference from Exhibit 10.7 to the
Companys Annual Report on Form 10-K filed on March 13, 2009).
|
(d)(xv)
|
|
Employment
Agreement between the Company and Ofer Gneezy, dated as of August 11,
1997 (incorporated by reference from Exhibit 10.9 to the Companys
Registration Statement on Form S-1).
|
(d)(xvi)
|
|
Employment
Agreement between the Company and Gordon J. VanderBrug, dated as of
August 11, 1997 (incorporated by reference from Exhibit 10.10 to
the Companys Registration Statement on Form S-1).
|
(d)(xvii)
|
|
Offer Letter and
Employment Agreement, between the Company and Mark S. Flynn, dated
January 30, 2007 (incorporated by reference from Exhibit 10.77 to
the Companys Quarterly Report on Form 10-Q for the three months ended
March 31, 2007).
|
(d)(xviii)
|
|
Offer Letter
between the Company and Edwin van Ierland, dated September 11, 2007
(incorporated by reference from Exhibit 10.3 to the Companys Quarterly
Report on Form 10-Q for the three months ended September 30, 2007).
|
(d)(xix)
|
|
Offer Letter
between the Company and Richard Tennant, dated as of September 17, 2001
and Employment Agreement, dated as of September 20, 2001 (incorporated
by reference from Exhibit 10.30 to the Companys Annual Report on
Form 10-K for the year ended December 31, 2001).
|
(d)(xx)
|
|
Offer Letter
between the Company and Paul Floyd, dated as of April 2, 2001 and
Proprietary Information and Inventions Agreement dated April 12, 2001
(incorporated by reference from Exhibit 10.31 to the Companys Annual
Report on Form 10-K for the year ended December 31, 2001).
|
(d)(xxi)
|
|
Form of
Severance and Change-in-Control Agreement dated as of May 11, 2009,
between iBasis, Inc. and each of the Chief Executive Officer and
Executive Vice President (separate agreements entered into by each of Ofer
Gneezy and Gordon J. VanderBrug) (incorporated by reference to Exhibit 99(e)(21)
to the Companys Solicitation/Recommendation Statement on Schedule 14D-9
filed on July 30, 2009).
|
(d)(xxii)
|
|
Form of
Severance and Change-in-Control Agreement dated as of May 11, 2009,
between iBasis, Inc. and each Senior Vice President (separate agreements
entered into by each of Richard G. Tennant, Mark S. Flynn, Paul H. Floyd and
Edwin van Ierland) (incorporated by reference to Exhibit 99(e)(22) to
the Companys Solicitation/Recommendation Statement on Schedule 14D-9 filed
on July 30, 2009).
|
(f)(i)
|
|
Section 262
of the General Corporation Law of the State of Delaware (incorporated by
reference to Schedule II to the Offer to Purchase filed as
Exhibit (a)(1)(i) to the Schedule TO-T filed by Koninklijke KPN
N.V., KPN B.V. and Celtic ICS Inc. on July 28, 2009).
|
10
(f)(ii)
|
|
Amended
Section 262 of the General Corporation Law of the State of Delaware,
effective as of August 1, 2009 (incorporated by reference to the
Supplement to the Offer to Purchase filed as Exhibit (a)(1)(xiv) to
Amendment No. 8 to the Schedule TO-T filed by Koninklijke KPN N.V., KPN
B.V. and Celtic ICS Inc. on November 23, 2009).
|
(g)
|
|
None.
|
11
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.
|
|
|
|
|
|
By:
|
/s/ Mark S.
Flynn
|
|
|
Name: Mark S.
Flynn
|
|
|
Title: Chief
Legal Officer and Corporate
|
|
|
Secretary
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Dated: November 27,
2009
12
Ibasis (MM) (NASDAQ:IBAS)
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Ibasis (MM) (NASDAQ:IBAS)
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