Mobile phone carrier Sprint Nextel Corp. (S) said Wednesday in a proxy statement that "its agreement to acquire Clearwire, which offers Clearwire shareholders certain and attractive value, is superior to the highly conditional DISH proposal."
"In contrast, the DISH proposal includes a series of interdependent commercial agreements, debt and equity purchases and spectrum sales, which together with the other conditions required by DISH to complete the transaction, makes the proposal not viable," Sprint said in a statement.
"In addition, the DISH proposal would require Sprint to voluntarily waive rights that it holds as a stockholder of Clearwire and that it possesses through various vendor and customer contracts that significantly predate Sprint's proposed acquisition of the remainder of Clearwire," Sprint added.
Sprint was reacting to wireless network operator Clearwire Corp.'s (CLWR) announcement that its board is considering a proposed offer from satellite TV provider Dish Network Corp. (DISH) that topped the Sprint bid.
Dish on Tuesday floated an offer to acquire all of Clearwire's common stock for $3.30 per share along with some of its spectrum assets. Meanwhile, Clearwire said Dish's unsolicited offer is only a "preliminary indication of interest", and that its board will "engage DISH to discuss and evaluate the proposal."
Sprint said later in the day that it "believes its agreement to acquire Clearwire, which offers Clearwire shareholders certain and attractive value, is superior to the highly conditional DISH proposal."
Sprint agreed in mid-December to acquire the 49.2 percent stake in Clearwire that it currently did not own for $2.97 per share or a total of $2.2 billion. Sprint already has a 50.8 percent stake in Clearwire.
Dish's current offer, which represents a 13 percent premium to Clearwire's closing price Tuesday, trumps majority shareholder Sprint Nextel's buyout offer by 11 percent.
S closed Wednesday's regular trading session at $5.88, down $0.09 or 1.51% on a volume of 66.41 million shares, while CLWR closed at $3.13, up $0.21 or 7.19% on a volume of 84.09 million shares, and DISH closed at $36.85, up $0.88 or 2.45% on a volume of 4.97 million shares.
by RTT Staff Writer
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