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iBasis Joins Largest International Carriers As Shareholders Approve
Transaction With KPN Combining Company With KPN Global Carrier Services
First VoIP Carrier to Break into International Telecom's Top Three Seen as
Milestone in Industry-wide Migration to Voice over Internet Protocol
Combination of KPN Global Carrier Services and iBasis Expands Global
Footprint, Combines Strengths in Rapid Growth Areas of Mobile and VoIP
BURLINGTON, MASS. AND THE HAGUE, NETHERLANDS - September 27, 2007
-iBasis, Inc. (NASDAQ: IBAS), the global VoIP company™, and Royal
KPN N.V., the national carrier of the Netherlands, today announced that iBasis has
received shareholder approval of its transaction with Royal KPN N.V., which results in the
effective merger of KPN's international wholesale voice business into iBasis. The
combination changes the landscape of global telecommunications as iBasis becomes one of
the three largest carriers of international phone calls worldwide. The transaction
officially goes into effect on October 1.
As a result of the transaction, iBasis receives the KPN Global Carrier
Services business unit and $55 million in cash from KPN in exchange for approximately 40
million shares of its common stock, after which KPN will be a 51 percent shareholder on a
fully diluted basis. iBasis will pay a dividend in the aggregate amount of $113 million to
its stockholders of record as of the close of business on September 28, 2007.
The combination creates a "new iBasis" with strengths in two of the
fastest growing segments of global telecommunications: mobile services and consumer VoIP.
Furthermore, the combination results in complementary geographic coverage by bringing
together KPN Global Carrier Services' extensive footprint in Europe, the Middle East and
Africa with iBasis' strong presence in the Americas and Asia. KPN Global Carrier Services
also brings an established business in mobile services, including a reliable and high
quality product portfolio and relationships with more than 100 mobile operators, as well
as international traffic from KPN's Dutch, German and Belgian operations. iBasis brings a
global VoIP network comprising over 1,000 points of presence in more than 100 countries
and interconnections with more than 600 carriers worldwide.
With combined pro forma 2006 revenues of $1.3 billion and more than 20
billion minutes of international voice traffic, iBasis is the first IP-based carrier to
break into the international telecom top three, regarded by analysts as a major event in
an industry-wide migration to the Internet as a preferred communications platform. The
transaction also dramatically enhances the iBasis product portfolio by adding feature-rich
voice and data offerings for mobile operators and combining other products to meet the
needs of customers from every market segment. The new iBasis will now serve approximately
1,000 customers including national operators, wholesale carriers, calling card operators,
mobile operators, fixed retail business, cable Multi-Service Operators and Voice over
Broadband service providers.
"Our extensive global VoIP network and sophisticated back office
systems enable us to deliver a very high volume of traffic at a low cost," said Ofer
Gneezy, president and CEO of iBasis. "With a comprehensive portfolio of products and
services, customers in all existing industry segments, and technology to pursue rapidly
emerging areas, iBasis is the new 'face' of telecom.
"The international voice market will continue to consolidate, with more
carriers looking to enhance their efficiency by outsourcing international service,"
continued Gneezy. "We feel uniquely qualified to drive the current migration to IP
communications and to be a platform for continued industry consolidation."
Eelco Blok, member of the Board of Management of KPN said, "We are very
pleased with the shareholder approval to merge KPN Global Carrier Services into iBasis.
iBasis is a strong partner that will substantially increase scale in our international
wholesale activities and therefore lower costs. With the integration of iBasis' IP-based
network, we see this transaction as a further step in transforming our company to an
all-IP operator, both nationally and internationally."
iBasis remains a stand-alone, publicly traded company, headquartered in
Burlington, Mass. It gains a significant operation in The Hague and additional sales
offices throughout the world. iBasis will continue to be led by existing senior management
under the direction of President and CEO, Ofer Gneezy. Edwin van Ierland, former general
manager of KPN Global Carrier Services, joins the executive staff of iBasis with the
completion of the transaction. KPN has appointed two of its executives, Eelco Blok and
Joost Farwerck, to join the seven member iBasis Board of Directors. They replace departing
directors David Lee and Charles Skibo whose contributions to iBasis' success are greatly
appreciated. KPN also has the right to nominate two independent directors to the iBasis'
board in the future.
Comments from Industry Analysts
"The IP transformation of the industry is well underway," said Joe
McGarvey, senior analyst with Heavy Reading, an independent telecom market research firm.
"Traditional telecom technologies simply cannot compete with an IP-based infrastructure,
which is less expensive to maintain, operate and expand. This transaction brings iBasis
significant gains in traffic volume, customers and capabilities. Plus, its advanced IP
resources -- enhanced with the addition of mobile voice and messaging services from KPN
Global Carrier Services -- puts iBasis in a strong position for capitalizing on
fast-growing industry segments."
"iBasis has been one of the great success stories of the wholesale
market, and has been both an innovator and a survivor," said TeleGeography's Director of
Research, Stephan Beckert. "KPN has effectively outsourced its international voice
business to iBasis and made a significant investment in the company. This represents a
strong vote of confidence in iBasis, and its VoIP strategy, by a major incumbent carrier.
While many other carriers foundered during the downturn in the telecom market, iBasis
stayed focused and continued to grow, to the point where in just over ten years it carries
as much international traffic as AT&T."
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 many of the
largest telecommunications carriers, including AT&T, Verizon, China Mobile, China
Unicom, IDT, Qwest, Skype, Telecom Italia, and Telefonica. On a pro forma basis, the
company carried more than 20 billion minutes of international voice over IP (VoIP) traffic
in 2006, and is one of the largest carriers of international voice traffic in the
world(1). The Company can be reached at its worldwide headquarters in Burlington,
Massachusetts, USA at +1 781-505-7500 or on the Internet at
www.ibasis.com.
About KPN
KPN is the leading provider of telecommunications services in the
Netherlands, serving customers with wireline and wireless telephony-, internet- and TV
services. To business customers, KPN delivers voice-, internet- and data services as well
as fully-managed, outsourced ICT solutions. Both nationally and internationally, KPN
provides wholesale network services to third parties, including operators and service
providers. In Germany and Belgium, KPN pursues a multi-brand strategy with its mobile
operations, and serves multiple customer segments in consumer as well as business
markets.
At June 30, 2007, KPN served 5.8 million wireline voice subscribers,
8.8 million mobile customers, 2.5 million Internet customers and 0.3 million TV customers
in the Netherlands as well as 16.1 million mobile customers in Germany and Belgium. With
27,096 individuals (24,881 FTEs), KPN posted revenues of EUR 5.9bn, with an EBITDA of EUR
2.5bn in the first half year of 2007. KPN was incorporated in 1989 and is listed on the
Amsterdam, New York, London and Frankfurt stock exchanges.
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