DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)   August 1, 2007

iBASIS, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	000-27127	04-3332534
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

20 Second Avenue, Burlington, MA 01803

(Address of Principal Executive Offices) (Zip Code)

(781) 505-7500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On August 1, 2007, iBasis, Inc. (“iBasis”) and KPN B.V., (formerly KPN Telecom B.V.), a private limited liability company organized under the laws of The Netherlands (“KPN”) entered into an amendment (“Amendment No. 3”) to the Share Purchase and Sale Agreement between the parties dated as of June 21, 2006, as amended by that certain Amendment No. 1 between the parties dated as of December 18, 2006 and as further amended by that certain Amendment No. 2 between the parties dated as of April 26, 2007 (collectively, the “Agreement”). As previously reported, pursuant to the Agreement, KPN will acquire that number of newly issued shares of iBasis common stock, $0.001 par value per share (the “Common Stock”), that shall represent, immediately after issuance, 51% of the issued and outstanding shares of the Common Stock on a fully-diluted basis on the date of closing (the “Closing”) of the transactions contemplated by the Agreement (the “Transaction”). Amendment No. 3 provides that the representations and warranties of both parties set forth in the Agreement are effective as of the date of Amendment No. 3, updates the disclosures qualifying the representations and warranties made by each party to the other and provides a revised classification of iBasis’ board of directors that would be in effect immediately following the Closing. In all other respects, the Agreement remains unchanged.

The foregoing description of Amendment No. 3 and the Agreement is not complete and is qualified in its entirety by reference to such agreements.

Item 9.01. Financial Statements and Exhibits.

(c)           Exhibits.

Exhibit Number	Description
10.1	Amendment No. 3 dated as of August 1, 2007, to the Share Purchase and Sale Agreement dated as of June 21, 2006, between iBasis, Inc. and KPN B.V.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed Transaction. In connection with the proposed Transaction, iBasis intends to file or furnish relevant materials with the SEC, including a proxy statement on Schedule 14A. STOCKHOLDERS OF iBASIS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, INCLUDING iBASIS’ PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT iBASIS, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, http://www.sec.gov, and iBasis’ stockholders will receive information at an appropriate time on how to obtain Transaction-related documents for free from iBasis and will be able to view such documents on the iBasis web site at www.ibasis.com. With the exception of the premilinary proxy statement filed with the SEC on August 2, 2007, such documents are not currently available.

Participants in Solicitation

KPN and its directors and executive officers, and iBasis and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of iBasis’ Common Stock in respect of the proposed Transaction. Information about the directors and executive officers of KPN’s parent entity, Koninklijke KPN N.V. is set forth in its Form 20-F, which was filed with the SEC on March 1, 2007. Information about the directors and executive officers of iBasis is set forth in iBasis’ preliminary proxy statement for its 2007 Annual Meeting of Stockholders, which was filed with the SEC on August 2, 2007. Investors may obtain additional information regarding the interest of such participants by reading the definitive proxy statement regarding the Transaction when it becomes available.

Safe Harbor for Forward-Looking Statements

Statements in this Current Report on Form 8-K regarding the proposed Transaction between iBasis and KPN, including the statements regarding the Transaction and any other statements regarding the parties’ future expectations, beliefs, goals or prospects constitute forward-looking statements under Section 21E of the Securities Exchange Act of 1934 and involve risks and uncertainties. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the parties’ ability to consummate the Transaction due to regulatory restrictions, the failure to receive stockholder approval, issues related to iBasis’ stock option review, or other reasons, the ability of iBasis and KPN to successfully integrate their operations and employees, the ability to realize anticipated synergies, the emergence of new competitive initiatives resulting from rapid technological advances or changes in pricing in the market, business conditions and volatility and uncertainty in the markets that iBasis and KPN serve, and the other factors described in iBasis’ Quarterly Report on Form 10-Q for its most recently completed fiscal quarter and Annual Report on Form 10-K for its most recently completed fiscal year, and the Form 20-F filing of Koninklijke KPN N.V. filed with the SEC, all of which are available at www.sec.gov. Such forward-looking statements are only as of the date they are made, and iBasis expressly disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this release.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 7, 2007

iBASIS, INC.

By: /s/ Mark S. Flynn

Mark S. Flynn
Chief Legal Officer &
Corporate Secretary

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EX-99.1

Exhibit 10.1

AMENDMENT NO. 3 TO SHARE PURCHASE AND SALE AGREEMENT

 AMENDMENT NO. 3 dated as of August 1, 2007 (this “Amendment No. 3”), to the Share Purchase and Sale Agreement dated as of June 21, 2006, as amended by Amendment No. 1 dated as of December 18, 2006 and Amendment No. 2 dated as of April 26, 2007 (the “Agreement”), between IBASIS, INC., a Delaware corporation (“Seller”) and KPN B.V., (formerly KPN Telecom B.V.) a private limited liability company with its registered office at Maanplein 55, The Hague, and incorporated under the laws of the Netherlands (“Purchaser”).  Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Agreement.

WHEREAS, Seller and Purchaser entered into that certain Agreement on June 21, 2006;

WHEREAS, Seller and Purchaser amended the Agreement on December 18, 2006, to confirm access to certain information of Seller and extend the Outside Date of the Agreement;

WHEREAS, Seller and Purchaser amended the Agreement on April 26, 2007, to revise the Conditions to Closing, waive certain potential breaches of the Agreement and extend the Outside Date of the Agreement; and

WHEREAS, pursuant to Section 10.13 of the Agreement, Seller and Purchaser desire to further amend the Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

SECTION 1.           Amendment to Section 2.04(d) of the Agreement.  Section 2.04(d) of the Agreement is hereby amended by deleting the number “45” from the first line thereof and replacing it with “30.”

SECTION 2.           Amendment to Article III of the Agreement.  The preamble to Article III of the Agreement is hereby amended and restated in its entirety to read as follows:

“Seller represents and warrants to Purchaser that, as of the date of Amendment No. 3 to this Agreement (the “Amendment No. 3”) and as of the Closing Date, except as set forth in the reports, schedules, forms, statements and other documents filed by Seller with the US Securities and Exchange Commission (the “SEC”), and publicly available prior to the date of Amendment No. 3 (the “Filed Seller SEC Documents”), or in the letter, dated as of the date of Amendment No. 3, from Seller

to Purchaser (the “Seller Disclosure Letter”), provided, that when representations made below with respect to the matters as of the Closing Date, such representations shall be deemed to be made immediately prior to giving effect to the Closing of the Transactions:”

SECTION 3.           Amendment to Article IV of the Agreement.  The preamble to Article IV of the Agreement is hereby amended and restated in its entirety to read as follows:

“Purchaser represents and warrants to Seller that, as of the date of Amendment No. 3 and as of the Closing Date, except as set forth in the letter, dated as of the date of Amendment No. 3, from Purchaser to Seller (the “Purchaser Disclosure Letter”), provided, that when representations made below with respect to the matters as of the Closing Date, such representations shall be deemed to be made immediately prior to giving effect to the Closing of the Transactions, but after giving effect to the Restructuring (as defined in Section 5.11):”

SECTION 4.           Amendment to Section 6.02(a) of the Agreement.  Section 6.02(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(a) Representations and Warranties. The representations and warranties of Seller in this Agreement shall be true and correct (without regard to materiality qualifiers), as of the date of Amendment No. 3 and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct, on and as of such earlier date), in each case except for breaches as to matters that, individually or in the aggregate, have not had and could not reasonably be expected to have a Seller Material Adverse Effect. Purchaser shall have received a certificate signed by the chief executive officer and chief financial officer of Seller to such effect.”

SECTION 5.           Amendment to Section 6.03(a) of the Agreement.  Section 6.03(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(a) Representations and Warranties. The representations and warranties of Purchaser made in this Agreement shall be true and correct (without regard to materiality qualifiers) as of the date of Amendment No. 3 and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date), in each case except for breaches as to matters that, individually or in the aggregate, have not had and could not reasonably be expected to have a WVS-I Material Adverse Effect. Seller shall have received a certificate signed by the chief executive officer and chief financial officer of Purchaser to such effect.”

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SECTION 6.           Agreement.  Except as specifically amended hereby, the Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof.  This Amendment No. 3 is without prejudice to any other rights or claims by either Seller or Purchaser existing prior to or after the date hereof under the Agreement.  After the date hereof, any reference to the Agreement shall mean the Agreement as amended hereby.  In the event of any inconsistency or conflict between the terms and provisions of the Agreement and this Amendment No. 3, the terms and provisions of this Amendment No. 3 shall govern and be binding.  The terms and provisions contained in this Amendment No. 3 shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

SECTION 7.           Governing Law.  This Amendment No. 3 and any disputes arising under or related hereto (whether for breach of contract, tortious conduct or otherwise) shall be governed and construed in accordance with the laws of the State of New York, without reference to its conflicts of law principles.

SECTION 8.           Counterparts.  This Amendment No. 3 may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered, in person, by facsimile, or by electronic image scan.

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IN WITNESS WHEREOF, Seller and Purchaser have duly executed this Amendment No. 3 as of the date first written above.

IBASIS, INC.,
By:	/s/ Mark S. Flynn
	Name:	Mark S. Flynn
	Title:	Chief Legal Officer

KPN B.V.,
By:	/s/ Craig Allwright
	Name:	Craig Allwright
	Title:	Solicitor, KPN Legal M&A

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