KPN Announces Successful Completion of Tender Offer for iBasis
December 21 2009 - 10:37AM
Business Wire
KPN B.V. (“KPN”) today announced that it has successfully
completed its cash tender offer to acquire all the outstanding
shares of common stock of iBasis, Inc. (NASDAQ: IBAS) (“iBasis”)
not otherwise held by KPN. Approximately 26,300,839 shares of
iBasis common stock were tendered pursuant to KPN’s offer (not
including 256,037 shares with respect to which notices of
guaranteed delivery were submitted). Together with the 40,121,074
shares already owned by KPN, this represents approximately 93.2% of
the shares outstanding immediately prior to the expiration of the
offer. It also represents approximately 83.1% of the shares
outstanding immediately prior to the expiration of the offer,
excluding shares owned by KPN, its affiliates and the directors and
officers of KPN, its affiliates and iBasis.
KPN’s tender offer for iBasis’s shares expired as scheduled at
midnight, New York City time, on Friday, December 18, 2009. All
validly tendered shares will be accepted for purchase at a price of
$3.00 per share, net to the seller in cash without interest, in
accordance with the terms of the tender offer, and payment for
these shares will be made promptly.
KPN intends to complete the acquisition of iBasis through a
merger in which all iBasis shares not validly tendered into the
tender offer will be converted into the right to receive $3.00 per
share, net to the holder in cash without interest, subject to
applicable appraisal rights.
KPN expects that the merger will be completed on December 21,
2009. Following the completion of the merger, iBasis will become a
wholly-owned subsidiary of KPN and its shares will cease to be
traded on the NASDAQ Stock Market. In addition, KPN expects to
announce changes to the management team of iBasis in the near
term.
Payment of the merger consideration will be made following the
merger upon proper presentation of certificates formerly
representing iBasis shares to Computershare, the paying agent for
the merger, together with a properly completed letter of
transmittal. Transmittal materials will be sent to iBasis
stockholders following the merger. Under applicable law, the
proposed merger is not subject to the approval of the remaining
stockholders of iBasis.
IMPORTANT INFORMATION
This press release is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell iBasis stock. The tender offer was made pursuant to a
Tender Offer Statement and Rule 13e-3 Transaction Statement on
Schedule TO (including the Offer to Purchase, a related letter of
transmittal and other offer materials) filed by KPN with the SEC on
July 28, 2009, as amended and supplemented (the “Schedule TO”).
Shareholders of iBasis are advised to carefully read the Schedule
TO, the Offer to Purchase and any other documents relating to the
tender offer that are filed with the SEC, as each may be amended
and supplemented, because they contain important information
relating to the offer. Shareholders of iBasis can obtain copies of
these documents for free at the SEC’s website at www.sec.gov or by
calling Okapi Partners LLC, the Information Agent for the Offer, at
1-877-869-0171.
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