- Amended Statement of Ownership: Solicitation (SC 14D9/A)
December 07 2009 - 5:10PM
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. 20)
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.
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Mark
S. Flynn
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Dennis
J. Friedman, Esq.
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Mintz,
Levin, Cohn, Ferris,
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Chief
Legal Officer and
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Eduardo
Gallardo, Esq.
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Glovsky
and Popeo P.C.
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Corporate
Secretary
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Gibson,
Dunn & Crutcher LLP
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One
Financial Center
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iBasis, Inc.
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200
Park Avenue
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Boston,
MA 02111
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20
Second Avenue
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New
York, NY 10166
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617-348-1640
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Burlington,
MA 01803
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212-351-4000
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781-505-7955
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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. 20
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, Purchaser and Celtic ICS Inc. 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 3.
Past Contacts, Transactions, Negotiations and Agreements.
The
first paragraph under the heading Cash Consideration Payable Pursuant to the
Amended Offer of Item 3(b) of the Schedule 14D-9 is hereby amended and
restated as follows:
If the Companys
directors and executive officers were to tender any Shares they own for
purchase pursuant to the Amended Offer, they would receive the same cash
consideration on the same terms and conditions as other stockholders of the
Company. As of December 4, 2009, the Companys directors and executive
officers owned in the aggregate 2,489,410 Shares (excluding options to purchase
Shares, which are discussed below in Item 3(c)). If the directors and
executive officers were to tender all Shares owned by them for purchase
pursuant to the Amended Offer and those Shares were accepted for purchase and
purchased by Purchaser at the Amended Offer price of $3.00 per Share (the Amended
Offer Price), the directors and executive officers would receive an aggregate
of approximately $7,468,230 in cash.
Item 9.
Exhibits.
Item 9 of the
Schedule 14D-9 is hereby amended and supplemented by adding the following
exhibit thereto:
Exhibit
No.
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Description
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(a)(59)
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Letter to
iBasis, Inc. optionholders emailed on December 7, 2009 (filed
herewith).
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2
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:
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Mark S. Flynn
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Title:
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Chief Legal Officer and
Corporate Secretary
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Dated:
December 7, 2009
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3
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