Less Than 0.13% of iBasis’ Outstanding Shares Not Owned by Royal KPN Tendered Into KPN’S Revised Unsolicited Tender Offer
21 10월 2009 - 12:11AM
Business Wire
iBasis, Inc. (NASDAQ: IBAS) today commented on the results and
extension of Royal KPN N.V.’s (AMS: KPN and OTC: KKPNY.PK) (“KPN”)
revised unsolicited tender offer to acquire all of the outstanding
shares of iBasis common stock not owned by KPN and its affiliates
at a price of $2.25 per share in cash, which was scheduled to
expire on October 23, 2009 at midnight. The tender offer has been
extended and will now expire on November 20, 2009 at midnight.
According to KPN, only approximately 39,399 shares, or less than
0.13% of iBasis’ outstanding shares not owned by KPN, were tendered
into the offer as of the close of business on October 19, 2009.
W. Frank King, Chairman of the Special Committee of iBasis’
Board of Directors, stated, “We believe that iBasis minority
stockholders are sending a clear message to KPN – that its revised
$2.25 per share unsolicited offer continues to undervalue iBasis’
current performance and long-term prospects. We appreciate the
continued support we have received from our stockholders and we
remain committed to taking all necessary steps to protect their
best interests.”
As previously announced on October 15, 2009, the Special
Committee of the Board of Directors recommended, on behalf of
iBasis, that iBasis’ stockholders reject KPN’s revised unsolicited
tender offer to acquire all of the outstanding shares of iBasis
common stock for $2.25 per share in cash and not tender their
shares pursuant to the offer. The Special Committee has unanimously
determined that KPN’s revised offer is grossly inadequate,
opportunistic and not in the best interests of iBasis’ minority
stockholders.
Three of iBasis’ largest minority stockholders – Lloyd I. Miller
III, Millennium Management LLC, the general partner of Millennium
Partners, L.P. and the Trustee of the Singer Children’s Management
Trust – have sent separate letters to iBasis’ Board of Directors
indicating their intention to reject KPN’s revised unsolicited
tender offer. In the aggregate these three stockholders represent
approximately 11.2% of iBasis’ outstanding common stock, or
approximately 25.6% of iBasis’ common stock not owed by KPN.
As previously disclosed, iBasis filed a complaint in the
Delaware Court of Chancery (the “Delaware Court”) alleging fraud
and breach of KPN’s fiduciary duties to iBasis and its minority
stockholders and seeking, among other things, declaratory and
injunctive relief to stop KPN’s grossly inadequate tender offer.
The Delaware Court will hold a hearing on October 28th and October
29th on the issues both iBasis and KPN have before the Delaware
Court, including iBasis’ application to stop KPN’s tender offer.
Separately, iBasis also filed a complaint in the United States
District Court for the Southern District of New York seeking
declaratory and injunctive relief to, among other things, stop
KPN’s unsolicited tender offer. KPN’s response to the New York
Federal action is due in early December. The Special Committee will
continue to explore all legal avenues available to protect the
interests of the minority stockholders.
Jefferies & Company, Inc. is serving as independent
financial advisor and Gibson, Dunn & Crutcher LLP is serving as
independent legal counsel to the Special Committee.
Stockholders with questions about the Special Committee’s
recommendation or how to withdraw any tender of their shares may
call the Special Committee’s information agent, Innisfree M&A
Incorporated, toll-free at 888-750-5834.
About iBasis
Founded in 1996, iBasis (NASDAQ: IBAS) is a leading wholesale
carrier of international long distance telephone calls and a
provider of retail prepaid calling services and enhanced services
for mobile operators. iBasis customers include KPN, KPN Mobile,
E-Plus, BASE, TDC and many other large telecommunications carriers
such as Verizon, Vodafone, China Mobile, China Unicom, IDT, Qwest,
Skype, Telecom Italia, and Telefonica. The company carried
approximately 24 billion minutes of international voice traffic in
2008. The Company can be reached at its worldwide headquarters in
Burlington, Mass., USA at +1 781-505-7500 or on the Internet at
www.ibasis.com.
iBasis is a registered mark of iBasis, Inc. All other trademarks
are the property of their respective owners.
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