- Amended Statement of Ownership: Solicitation (SC 14D9/A)
December 18 2009 - 5:01PM
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. 24)
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. 24 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 8. Additional
Information.
Item 8 of
the Schedule 14D-9 is hereby amended and supplemented by adding the following
information at the end thereof:
On December 16,
2009, David Shutvet (Plaintiff) filed a motion in the Superior Court
Department of Middlesex County, Commonwealth of Massachusetts (the Middlesex
Superior Court), against KPN, Purchaser, Merger Sub, and certain individual
current and former officers and directors of the Company, seeking (i) a
temporary restraining order to extend the Amended Offer; and (ii) an order
requiring the Company to produce certain documents. A hearing on Plaintiffs motion was held
on December 16, 2009 in Middlesex Superior Court. On December 17,
2009, the Middlesex Superior Court issued a Memorandum of Decision and Order
denying the Plaintiffs motion.
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:
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Mark S. Flynn
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Title:
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Chief Legal
Officer and Corporate Secretary
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Dated:
December 18, 2009
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