KPN B.V. (“KPN”)
today announced that it has successfully completed its cash tender offer to
acquire all the outstanding shares of common stock of iBasis, Inc. (NASDAQ:
IBAS) (“iBasis”) not otherwise held by KPN. Approximately 26,300,839 shares of
iBasis common stock were tendered pursuant to KPN’s offer (not including 256,037
shares with respect to which notices of guaranteed delivery were submitted).
Together with the 40,121,074 shares already owned by KPN, this represents
approximately 93.2% of the shares outstanding immediately prior to the
expiration of the offer. It also represents approximately 83.1% of the shares
outstanding immediately prior to the expiration of the offer, excluding shares
owned by KPN, its affiliates and the directors and officers of KPN, its
affiliates and iBasis.
KPN’s tender offer
for iBasis’s shares expired as scheduled at midnight, New York City time, on
Friday, December 18, 2009. All validly tendered shares will be
accepted for purchase at a price of $3.00 per share, net to the seller in cash
without interest, in accordance with the terms of the tender offer, and payment
for these shares will be made promptly.
KPN intends to
complete the acquisition of iBasis through a merger in which all iBasis shares
not validly tendered into the tender offer will be converted into the right to
receive $3.00 per share, net to the holder in cash without interest, subject to
applicable appraisal rights.
KPN expects that
the merger will be completed on December 21, 2009. Following the completion of
the merger, iBasis will become a wholly-owned subsidiary of KPN and its shares
will cease to be traded on the NASDAQ Stock Market. In addition, KPN expects to
announce changes to the management team of iBasis in the near term.
Payment of the
merger consideration will be made following the merger upon proper presentation
of certificates formerly representing iBasis shares to Computershare, the paying
agent for the merger, together with a properly completed letter of transmittal.
Transmittal materials will be sent to iBasis stockholders following the merger.
Under applicable law, the proposed merger is not subject to the approval of the
remaining stockholders of iBasis.
Contacts:
FD
Kal Goldberg/Mark
McCall
212-850-5600
kal.goldberg@fd.com/mark.mccall@fd.com
KPN Media Relations
+31704466300, KPN Investor Relations +31704660986
IMPORTANT
INFORMATION
This press release
is for informational purposes only and does not constitute an offer to purchase
or a solicitation of an offer to sell iBasis stock. The tender offer was made
pursuant to a Tender Offer Statement and Rule 13e-3 Transaction Statement on
Schedule TO (including the Offer to Purchase, a related letter of transmittal
and other offer materials) filed by KPN with the SEC on July 28, 2009, as
amended and supplemented (the “Schedule TO”). Shareholders of iBasis are advised
to carefully read the Schedule TO, the Offer to Purchase and any other documents
relating to the tender offer that are filed with the SEC, as each may be amended
and supplemented, because they contain important information relating to the
offer. Shareholders of iBasis can obtain copies of these documents for free at
the SEC’s website at www.sec.gov or by calling Okapi Partners LLC, the
Information Agent for the Offer, at 1-877-869-0171.