- Amended Statement of Ownership: Solicitation (SC 14D9/A)
December 09 2009 - 5:22PM
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. 21)
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. 21 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 2. Identity and Background of Filing Person.
Item 2(b) of
the Schedule 14D-9 is hereby amended and supplemented by adding the following
after the last paragraph thereof:
On December 9,
2009, Purchaser issued a press release announcing that Purchaser was extending
the expiration date of the Amended Offer to 12:00 midnight, New York City time,
on Friday, December 18, 2009. On December 9, 2009, Purchaser and KPN
also filed Amendment No. 9 to the Schedule TO, which amended and
supplemented the Schedule TO in order to reflect, among other things, the
extension of the expiration date.
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)(60)
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Email sent on
December 9, 2009 to iBasis, Inc.s employees (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: Mark
S. Flynn
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Title:
Chief Legal Officer and Corporate
Secretary
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Dated: December 9,
2009
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3
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