Sprint Nextel Corp. (S) and SoftBank Corp. said Monday that they have amended the previously announced merger agreement between the two companies to deliver greater cash consideration and increased certainty to Sprint shareholders.
Under the amended merger agreement, SoftBank will deliver an additional $4.5 billion of cash to Sprint shareholders at closing, bringing the total cash consideration available to Sprint shareholders to $16.64 billion.
The cash available to shareholders has increased by $1.48 per share, from $4.02 to $5.50, based on the June 7 share count.
The $4.5 billion of additional cash at closing will be funded by a reallocation of $3 billion of SoftBank's previously proposed $4.9 billion primary investment in New Sprint and by $1.5 billion of incremental capital from SoftBank.
The price at which SoftBank will acquire shares from current Sprint shareholders will be increased from $7.30 per share to $7.65 per share, a 52% premium to the unaffected trading price prior to announcement in October 2012.
Sprint said its Special Committee and Board of Directors have approved the amended merger agreement and have unanimously recommended to shareholders to vote FOR the revised SoftBank deal.
Sprint and SoftBank still expect the SoftBank deal to close in early July 2013.
Sprint also said that its Special Committee and Board of Directors have determined that the proposal submitted by DISH Network Corp. (DISH) on April 15 is not reasonably likely to lead to a "superior offer" under the merger agreement.
The revised merger agreement creates a deadline of June 18 for DISH to provide its 'best and final' offer and for the completion of deliberations by the Special Committee and notice to SoftBank. To give Sprint shareholders time to evaluate the amended agreement, Sprint and SoftBank have agreed to adjourn the Special Meeting of Shareholders to be convened on June 12 until June 25.
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