Tags: sprint | dish | clearwire | bid

Sprint: Dish's Clearwire Counterbid Isn't Legal

Monday, 03 June 2013 09:45 AM

Sprint Nextel Corp. on Monday attacked Dish Network Corp.'s competing bid for Clearwire Corp., saying it violates previous agreements and contains some illegal provisions.

Sprint's letter to Clearwire's board is the latest salvo in the company's battle with Dish Network.

Sprint, which already owns a majority stake in Clearwire, is battling with Dish to buy out the company's minority shareholders.

Dish made a $4.40-per-share bid on May 29, challenging Sprint's offer of $3.40 per share.

The two companies may themselves merge if Dish wins a separate bidding war for Sprint. Charlie Ergen, the chairman and owner of a controlling stake in Dish, is trying to buy the No. 3 U.S. wireless provider for $25.5 billion, while Japan's SoftBank Corp has made a competing offer.

Clearwire's board said on Thursday that Dish's recent offer was "more actionable" than the company's previous proposal. It also postponed its special shareholder meeting and vote on Sprint's bid by about two weeks until June 13.

Sprint's letter on Monday said Dish's bid was not "actionable" and contained certain elements that violate Delaware law.

Among many complaints, Sprint raised questions about Dish's proposed powers to designate three board members and veto certain Clearwire transactions. Sprint said the proposed veto rights violated Delaware law and the Clearwire's equity holders agreement.

"Many Clearwire stockholders appear to be under the mistaken belief that Dish's proposal is a viable alternative to the Sprint merger agreement, and this is simply not the case," Sprint said in the letter.

Clearwire said in a statement that its board and special committee were continuing to review Dish's offer, but still recommended Sprint's bid. They said they would have no further comment until they finished their review. Dish did not immediately respond with a comment to Sprint's letter.

Clearwire shares fell 1.6 percent to $4.41 in morning trading. Sprint dipped 0.7 percent to $7.25, while Dish was down 1.6 percent at $37.91.

© 2019 Thomson/Reuters. All rights reserved.

   
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Sprint Nextel Corp. attacked Dish Network Corp.'s competing bid for Clearwire Corp., saying it violates previous agreements and contains some illegal provisions.
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2013-45-03
Monday, 03 June 2013 09:45 AM
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