iBasis notes receipt of shareholder letters with intention to reject KPN's unsolicited offer

By Jennifer Chiou

New York, Oct. 9 - iBasis, Inc. announced that its board of directors has received letters from two of the company's largest minority stockholders indicating their intention to reject Royal KPN NV's revised unsolicited tender offer.

KPN already announced a revised unsolicited tender offer to acquire all of the outstanding shares of iBasis common stock it does not own for $2.25 per share in cash. The expiration date remains Oct. 23.

On Oct. 5, the special committee of iBasis' board urged the company's shareholders not to take any action regarding the revised offer until the committee makes its recommendations.

The two stockholders, the Trustee of the Singer Children's Management Trust and Millennium Management LLC, the general partner of Millennium Partners, LP, beneficially own 4.2% and 3.6%, respectively, of iBasis' common stock. In the aggregate, they own roughly 17.9% of iBasis' common stock not owned by KPN.

According to a company news release, other large stockholders have also informed iBasis that they do not intend to tender into KPN's revised offer.

"We appreciate the feedback we have received from our stockholders," W. Frank King, chairman of the special committee of iBasis' board, said in the release.

"As we evaluate KPN's revised offer, our board of directors and the special committee remain committed to taking the necessary steps to maximize value for all iBasis stockholders."

The company said the Singer Trust letter, among other things, responds to a misleading disclosure in KPN's amended tender offer statement filed with the Securities and Exchange Commission on Oct. 5. The KPN filing states that the Oct. 2 meeting among Morgan Stanley, on behalf of KPN, and Singer and representatives of other iBasis stockholders was held "in response to requests from representatives" of Singer and other stockholders.

In its letter, Singer said the meeting with Singer was in fact held at the request of Morgan Stanley.

As previously reported, iBasis shareholders had tendered about 75,775 shares, or less than 0.25% of the company's stock, in KPN's $1.55-per-share tender offer as of Aug. 21.

iBasis' special committee had recommended that shareholders reject that offer.

KPN is fighting iBasis' poison pill in court. The Delaware Court of Chancery was expected to hold a hearing on the matter on Thursday and Friday, according to a KPN news release from Monday.

iBasis also filed a complaint in the U.S. District Court for the Southern District of New York against KPN alleging KPN violated federal securities laws in its tender offer for iBasis.

KPN is a telecommunications company based in Amsterdam.

iBasis is a voice carrier and wholesale provider of voice, mobile data and prepaid calling products and services. It is based in Burlington, Mass.

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