SC 14D9/A

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. 14)

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.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo P.C.
One Financial Center
Boston, MA 02111
617-348-1640 Mark S. Flynn
Chief Legal Officer and
Corporate Secretary
iBasis, Inc.
20 Second Avenue
Burlington, MA 01803
781-505-7955 Dennis J. Friedman, Esq.
Eduardo Gallardo, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166
212-351-4000

oCheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 14 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 and Purchaser 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.

As previously disclosed, on October 5, 2009, Purchaser amended the Offer by, among other things, increasing the offer price to be paid from the original $1.55 per Share (the “Original Offer”) to $2.25 per Share (the “Revised Offer”).  The Revised Offer is subject to a number of conditions as set forth in the Schedule TO, as amended.

Item 2.    Identity and Background of Filing Person.

Item 2 of the Schedule 14D-9 is hereby amended and supplemented by adding the following new paragraph at the end of the section entitled “Tender Offer”:

“On October 20, 2009, Purchaser issued a press release announcing that Purchaser was extending the expiration date of the Revised Offer to 12:00 midnight, New York City time, on Friday, November 20. On October 20, 2009, Purchaser and KPN also filed Amendment No. 6 to the Schedule TO, which amended and supplemented the Schedule TO in order to reflect the extension of the expiration date, among other things.”

Item 9.    Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit thereto:

Exhibit No.	Description
(a)(24)	Press release issued by the Company on October 20, 2009.

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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.

	iBASIS, INC.
	By:	/s/ Mark S. Flynn
		Name: Mark S. Flynn
		Title:   Chief Legal Officer and Corporate Secretary
Dated: October 20, 2009

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EX-99.(A)(24)

Exhibit 99.(a)(24)

FOR IMMEDIATE RELEASE

Contacts: Media:
Chris WardiBasis, Inc.781-505-7557 Investors:
Richard TennantiBasis, Inc.781-505-7409ir@ibasis.net

Matthew Sherman / Jeremy Jacobs / Ariel LeBoffJoele Frank, Wilkinson Brimmer Katcher212-355-4449

LESS THAN 0.13% OF iBASIS’ OUTSTANDING SHARES NOT OWNED BY ROYAL KPN

TENDERED INTO KPN’S REVISED UNSOLICITED TENDER OFFER

BURLINGTON, MASS. — October 20, 2009 — iBasis, Inc. (NASDAQ: IBAS) today commented on the results and extension of Royal KPN N.V.’s (AMS: KPN and OTC: KKPNY.PK) (“KPN”) revised unsolicited tender offer to acquire all of the outstanding shares of iBasis common stock not owned by KPN and its affiliates at a price of $2.25 per share in cash, which was scheduled to expire on October 23, 2009 at midnight. The tender offer has been extended and will now expire on November 20, 2009 at midnight. According to KPN, only approximately 39,399 shares, or less than 0.13% of iBasis’ outstanding shares not owned by KPN, were tendered into the offer as of the close of business on October 19, 2009.

W. Frank King, Chairman of the Special Committee of iBasis’ Board of Directors, stated, “We believe that iBasis minority stockholders are sending a clear message to KPN — that its revised $2.25 per share unsolicited offer continues to undervalue iBasis’ current performance and long-term prospects.  We appreciate the continued support we have received from our stockholders and we remain committed to taking all necessary steps to protect their best interests.”

As previously announced on October 15, 2009, the Special Committee of the Board of Directors recommended, on behalf of iBasis, that iBasis’ stockholders reject KPN’s revised unsolicited tender offer to acquire all of the outstanding shares of iBasis common stock for $2.25 per share in cash and not tender their shares pursuant to the offer.  The Special Committee has unanimously determined that KPN’s revised offer is grossly inadequate, opportunistic and not in the best interests of iBasis’ minority stockholders.

Three of iBasis’ largest minority stockholders — Lloyd I. Miller III, Millennium Management LLC, the general partner of Millennium Partners, L.P. and the Trustee of the Singer Children’s Management Trust — have sent separate letters to iBasis’ Board of Directors indicating their intention to reject KPN’s revised unsolicited tender offer.  In the aggregate these three stockholders represent approximately 11.2% of iBasis’ outstanding common stock, or approximately 25.6% of iBasis’ common stock not owed by KPN.

As previously disclosed, iBasis filed a complaint in the Delaware Court of Chancery (the “Delaware Court”) alleging fraud and breach of KPN’s fiduciary duties to iBasis and its minority stockholders and seeking, among other things, declaratory and injunctive relief to stop KPN’s grossly inadequate tender offer.  The Delaware Court will hold a hearing on October 28th and October 29th on the issues both iBasis and KPN have before the Delaware Court, including iBasis’ application to stop KPN’s tender offer.  Separately, iBasis also filed a complaint in the United States District Court for the Southern District of New York seeking declaratory and injunctive relief to, among other things, stop KPN’s unsolicited tender offer.  KPN’s response to the New York Federal action is due in early December.  The Special Committee will continue to explore all legal avenues available to protect the interests of the minority stockholders.

Jefferies & Company, Inc. is serving as independent financial advisor and Gibson, Dunn & Crutcher LLP is serving as independent legal counsel to the Special Committee.

Stockholders with questions about the Special Committee’s recommendation or how to withdraw any tender of their shares may call the Special Committee’s information agent, Innisfree M&A Incorporated, toll-free at 888-750-5834.

About iBasis

Founded in 1996, iBasis (NASDAQ: IBAS) is a leading wholesale carrier of international long distance telephone calls and a provider of retail prepaid calling services and enhanced services for mobile operators. iBasis customers include KPN, KPN Mobile, E-Plus, BASE, TDC and many other large telecommunications carriers such as Verizon, Vodafone, China Mobile, China Unicom, IDT, Qwest, Skype, Telecom Italia, and Telefonica.  The company carried approximately 24 billion minutes of international voice traffic in 2008. The Company can be reached at its worldwide headquarters in Burlington, Mass., USA at +1 781-505-7500 or on the Internet at www.ibasis.com.

iBasis is a registered mark of iBasis, Inc. All other trademarks are the property of their respective owners.

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