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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ibasis (MM) | NASDAQ:IBAS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.00 | 0 | 01:00:00 |
Michel Hoekstra
Koninklijke KPN N.V. Maanplein 55 2516 CK, The Hague, The Netherlands +31 70 446 2093 |
Ofer Gneezy
President & Chief Executive Officer 20 Second Avenue Burlington, MA 01803 (781) 505-7500 |
Mark I. Greene, Esq.
Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019 (212) 474-1000 |
Mark S. Flynn
Chief Legal Officer and Corporate Secretary iBasis, Inc. 20 Second Avenue Burlington, MA 01803 781-505-7955 |
Dennis J. Friedman, Esq.
Eduardo Gallardo, Esq. Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166 212-351-4000 |
Michael L. Fantozzi, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C. One Financial Center Boston, MA 02111 617-348-1640 |
Transaction Valuation(1) | Amount of Filing Fee(2) | ||
$93,325,512
|
$5,208 | ||
(1) | Estimated for purposes of calculating the filing fee only. This amount is determined by multiplying 31,108,504 shares of common stock, par value $0.001 per share (the Shares), of iBasis, Inc. (the Company) by $3.00 per Share, which is the offer price. Such number of Shares represents the 71,229,578 Shares issued and outstanding as of October 31, 2009, as reported in the Companys Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009, less the 40,121,074 Shares already owned by KPN B.V | |
(2) | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #5 for fiscal year 2009, issued March 11, 2009, by multiplying the transaction value by .0000558. |
þ | 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. |
Amount Previously Paid: $2,690
|
Filing Party: Koninklijke KPN N.V., KPN B.V., Celtic ICS Inc. | |
Form or Registration No.:
Schedule TO-T
|
Date Filed: July 28, 2009 | |
Amount Previously Paid: $1,216
|
Filing Party: Koninklijke KPN N.V., KPN B.V., Celtic ICS Inc. | |
Form or Registration No.:
Schedule TO-T/A
|
Date Filed: October 5, 2009 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Item 12. | Exhibits |
(a)(1)(xiv) | Supplement to Offer to Purchase, dated November 23, 2009. | |||
(a)(1)(xv) | Amended and Restated Letter of Transmittal. | |||
(a)(1)(xvi) | Amended and Restated Notice of Guaranteed Delivery. | |||
(a)(1)(xvii) | Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |||
(a)(1)(xviii) | Revised Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |||
(a)(1)(xix) | Press release issued by Parent and the Company, dated November 23, 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 (to be filed on November 23, 2009). | |||
(a)(5)(xxv) | Stipulation and Order of Dismissal with Prejudice By Counsel to the Company, Parent, Purchaser, Merger Sub, 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 Parent, 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. | |||
(a)(5)(xxvi) | Stipulation Dismissing the Complaint with Prejudice By Counsel to the Company, Parent, Purchaser, Merger Sub, and individual members of the board of directors of the Company and individual officers and members of the Board of Management of Parent, 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. | |||
(d)(viii) | Settlement Agreement dated as of November 23, 2009 among Parent, Purchaser, Merger Sub and the Company. |
* | Previously filed |
Item 13. | Information Required by Schedule 13E-3 |
Item 2. | Subject Company Information |
Item 3. | Identity and Background of Filing Person |
Item 4. | Terms of the Transaction |
Item 5. | Past Contacts, Transactions, Negotiations and Agreements |
Item 6. | Purposes of the Transaction and Plans or Proposals |
Item 7. | Purposes, Alternatives, Reasons and Effects |
Item 8. | Fairness of the Transaction |
Item 9. | Reports, Opinions, Appraisals and Negotiations |
Item 10. | Source and Amount of Funds or Other Considerations |
Item 11. | Interest in Securities of the Subject Company |
Item 12. | The Solicitation or Recommendation |
Item 14. | Persons/Assets, Retained, Employed, Compensated or Used |
Item 16. | Exhibits. |
(c)(vi)
|
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, to be filed on November 23, 2009) | |
(c)(vii)
|
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, to be filed on November 23, 2009) | |
(c)(viii)
|
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, to be filed on November 23, 2009) |
By |
/s/ Michel
Hoekstra
|
Title: | Corporate Legal Officer & Attorney-in-Fact |
By |
/s/ Michel
Hoekstra
|
Title: | Corporate Legal Officer & Attorney-in-Fact |
By |
/s/ Michel
Hoekstra
|
Title: | Secretary |
By |
/s/ Mark
S. Flynn
|
Title: | Chief Legal Officer and Corporate Secretary |
Exhibit
|
||
No.
|
Description
|
|
(a)(1)(i)
|
Offer to Purchase dated July 28, 2009* | |
(a)(1)(ii)
|
Letter of Transmittal* | |
(a)(1)(iii)
|
Notice of Guaranteed Delivery* | |
(a)(1)(iv)
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* | |
(a)(1)(v)
|
Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* | |
(a)(1)(vi)
|
Summary Advertisement published in the Wall Street Journal on July 28, 2009* | |
(a)(1)(vii)
|
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 Purchaser, Parent and Merger Sub on July 13, 2009)* | |
(a)(1)(viii)
|
Press release issued by Parent on July 13, 2009 (incorporated by reference to Exhibit E to the Schedule 13D amendment filed by Purchaser, Parent and Merger Sub on July 13, 2009)* | |
(a)(1)(ix)
|
Press release issued by Parent on August 6, 2009* | |
(a)(1)(x)
|
Press release issued by Parent on August 13, 2009* | |
(a)(1)(xi)
|
Press release issued by Parent on August 21, 2009* | |
(a)(1)(xii)
|
Press release issued by Parent on October 5, 2009* | |
(a)(1)(xiii)
|
Press release issued by Parent on October 20, 2009* | |
(a)(1)(xiv)
|
Supplement to Offer to Purchase, dated November 23, 2009. | |
(a)(1)(xv)
|
Amended and Restated Letter of Transmittal. | |
(a)(1)(xvi)
|
Amended and Restated Notice of Guaranteed Delivery. | |
(a)(1)(xvii)
|
Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(xviii)
|
Revised Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(xix)
|
Press release issued by Parent and the Company, dated November 23, 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.* |
Exhibit
|
||
No.
|
Description
|
|
(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 (to be filed on November 23, 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 Parent 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* | |
(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).* | |
(a)(5)(v)
|
KPN Presentation dated November 2008 (incorrectly dated November 2009) (JX162).* | |
(a)(5)(vi)
|
Email dated April 6, 2009 attaching KPN Presentation (JX230).* | |
(a)(5)(vii)
|
Email dated April 6, 2009 attaching KPN Presentation (JX193a).* | |
(a)(5)(viii)
|
Email dated April 7, 2009 attaching KPN Presentation (JX240).* | |
(a)(5)(ix)
|
Email dated April 7, 2009 attaching KPN Presentation (JX192).* | |
(a)(5)(x)
|
Email dated April 7, 2009 attaching KPN Presentation (JX85).* | |
(a)(5)(xi)
|
KPN Presentation dated April 9, 2009 (JX195).* | |
(a)(5)(xii)
|
KPN Presentation dated April 9, 2009 (JX243).* | |
(a)(5)(xiii)
|
Email dated April 14, 2009 attaching KPN Presentation (JX246a).* | |
(a)(5)(xiv)
|
KPN Presentation dated April 16, 2009 (JX247).* | |
(a)(5)(xv)
|
Email dated April 21, 2009 attaching KPN Presentation (JX1278).* | |
(a)(5)(xvi)
|
Email dated April 29, 2009 attaching KPN Presentation (JX96).* | |
(a)(5)(xvii)
|
KPN Presentation dated May 28, 2009 (JX197).* | |
(a)(5)(xviii)
|
Email dated June 2, 2009 attaching KPN Presentation (JX103).* | |
(a)(5)(xix)
|
KPN Presentation dated June 4, 2009 (JX105).* | |
(a)(5)(xx)
|
Email dated June 10, 2009 attaching KPN Presentation (JX261).* | |
(a)(5)(xxi)
|
Email dated June 11, 2009 attaching KPN Presentation (JX1280a).* | |
(a)(5)(xxii)
|
Email dated June 12, 2009 attaching KPN Presentation (JX115a).* | |
(a)(5)(xxiii)
|
Email dated July 7, 2009 attaching KPN Presentation (JX198a).* | |
(a)(5)(xxiv)
|
KPN Presentation dated July 8, 2009 (JX124).* |
Exhibit
|
||
No.
|
Description
|
|
(a)(5)(xxv)
|
Stipulation and Order of Dismissal with Prejudice By Counsel to the Company, Parent, Purchaser, Merger Sub, 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 Parent, 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. | |
(a)(5)(xxvi)
|
Stipulation Dismissing the Complaint with Prejudice By Counsel to the Company, Parent, Purchaser, Merger Sub, and individual members of the board of directors of the Company and individual officers and members of the Board of Management of Parent, 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. | |
(b)
|
Euro 1,500,000,000 Syndicated Revolving Credit Agreement dated as of August 16, 2006 among Parent, 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 Purchaser, Parent and Merger Sub on July 13, 2009)* | |
(c)(i)
|
Presentation of Morgan Stanley dated July 8, 2009* | |
(c)(ii)
|
Presentation of Morgan Stanley dated June 3, 2009* | |
(c)(iii)
|
Presentation of Morgan Stanley dated May 13, 2009* | |
(c)(iv)
|
Morgan Stanley Discussion Materials dated May 22, 2009* | |
(c)(v)
|
Morgan Stanley Discussion Materials dated June 2, 2009* | |
(c)(vi)
|
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, to be filed on November 23, 2009) | |
(c)(vii)
|
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, to be filed on November 23, 2009) | |
(c)(viii)
|
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, to be filed on November 23, 2009) | |
(d)(i)
|
Share Purchase and Sale Agreement dated as of June 21, 2006 between the Company and Purchaser (incorporated by reference to Exhibit 2 to the Schedule 13D amendment filed by Purchaser and Parent 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 Purchaser (incorporated by reference to Exhibit 3 to the Schedule 13D amendment filed by Purchaser and Parent 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 Purchaser (incorporated by reference to Exhibit 4 to the Schedule 13D amendment filed by Purchaser and Parent 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 Purchaser (incorporated by reference to Exhibit 5 to the Schedule 13D amendment filed by Purchaser and Parent on October 11, 2007)* | |
(d)(v)
|
Registration Rights Agreement dated as of October 1, 2007 between the Company and Purchaser (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 Parent, Purchaser, Merger Sub and the Company |
Exhibit
|
||
No.
|
Description
|
|
(f)
|
Section 262 of the General Corporation Law of the State of Delaware (included as Schedule II to the Offer to Purchase)* | |
(f)(ii)
|
Amended Section 262 of the General Corporation Law of the State of Delaware, effective as of August 1, 2009 (included as Schedule I to the Supplement) | |
(g)
|
None | |
(h)
|
None | |
(i)
|
Power of Attorney dated as of July 11, 2009* |
* | Previously filed |
1 Year Ibasis (MM) Chart |
1 Month Ibasis (MM) Chart |
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