iBasis opposed to Royal KPN's unsolicited offer; adopts rights plan

By Lisa Kerner

Charlotte, N.C., July 30 - The special committee of iBasis, Inc.'s board of directors unanimously determined that the unsolicited tender offer by Royal KPN NV is "grossly inadequate" and not in the best interests of iBasis' minority stockholders other than KPN and its affiliates.

Shareholders were urged by the special committee to reject the $1.55-per-share offer.

KPN, a telecommunications company based in Amsterdam, owns approximately 56% of iBasis' outstanding common stock.

"KPN's offer significantly undervalues the company's current performance and long-term prospects and fails to compensate minority stockholders for iBasis' substantial growth opportunities and the numerous initiatives that are underway and expected to meaningfully contribute to the company's earnings," special committee chairman Frank King said in a company news release.

According to King, KPN and its representatives on the iBasis board know that iBasis recently integrated KPN's international wholesale long-distance voice business, "which is now delivering important near- and long-term benefits."

Rights plan adopted

iBasis said its board adopted a limited-duration stockholder rights plan in response to KPN's unsolicited offer and upon the special committee's recommendation.

The company will distribute to its stockholders a non-taxable dividend distribution of one preferred stock purchase right for each share of the company's common stock held as of the close of business on Aug. 10.

According to iBasis, the rights are triggered if a person acquires, or begins a tender offer to acquire, beneficial ownership of 15% or more of the company's common stock or if a person who beneficially owns 15% or more of the company's common stock acquires beneficial ownership of any additional shares.

The rights will expire on July 30, 2010 unless earlier redeemed or exchanged, iBasis said.

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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