- Amended Statement of Ownership: Solicitation (SC 14D9/A)
21 10월 2009 - 4:52AM
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. 14)
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. 14
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.
As previously disclosed,
on October 5, 2009, Purchaser amended the Offer by, among other things,
increasing the offer price to be paid from the original $1.55 per Share (the Original
Offer) to $2.25 per Share (the Revised Offer). The Revised Offer is subject to a number of
conditions as set forth in the Schedule TO, as amended.
Item 2. Identity and Background of Filing Person.
Item 2 of the Schedule
14D-9 is hereby amended and supplemented by adding the following new paragraph
at the end of the section entitled Tender Offer:
On October 20,
2009, Purchaser issued a press release announcing that Purchaser was extending
the expiration date of the Revised Offer to 12:00 midnight, New York City time,
on Friday, November 20. On October 20, 2009, Purchaser and KPN also
filed Amendment No. 6 to the Schedule TO, which amended and supplemented
the Schedule TO in order to reflect the extension of the expiration date, among
other things.
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)(24)
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Press release issued by
the Company on October 20, 2009.
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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: Mark S. Flynn
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Title: Chief Legal Officer and Corporate
Secretary
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Dated: October 20,
2009
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