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Clearwire Urges Stockholders To Accept DISH Network Offer - Update

Wireless service provider Clearwire Corp. (CLWR), said Wednesday its board has recommended stockholders accept DISH Network Corp.'s (DISH) cash tender offer to acquire all outstanding common shares of the company at $4.40 per share. The decision was based on the unanimous recommendation of the Special Committee consisting of independent, non-Sprint-affiliated directors.

The company's board also unanimously recommended that stockholders reject the $3.40 per share Sprint Nextel Corp. (S) merger. Sprint already owns a 50.8 percent stake in Clearwire and is vying to acquire the remaining stake in Clearwire.

The DISH tender offer has been amended and now is set to expire at the end of July 2, unless extended or terminated. The offer is subject to various conditions, including the tender of more than 25 percent of the fully diluted voting stock in Clearwire.

Meanwhile, on Monday, Sprint and Japan's third-largest mobile carrier SoftBank Corp. (SFTBY) amended their merger agreement that will see a sweetened cash consideration.

The amendment is seen as a move to thwart the unsolicited mid-April bid from DISH, which offered to acquire Sprint for $25.5 billion, including a cash consideration of $17.3 billion and $8.2 billion in stock.

As per the amended deal, SoftBank raised its cash consideration payable to Sprint shareholders at closing by $4.5 billion, which will bring the total cash consideration available to Sprint shareholders to $16.64 billion. SoftBank earlier agreed to pay around $12.1 billion in cash to Sprint shareholders and to invest $8 billion of new capital.

The deal is expected to close early July 2013.

SoftBank has now reallocated $3 billion from the $8 billion proposed capital investment towards cash payment to shareholders along with $1.5 billion of incremental capital from SoftBank. This will now raise the cash per share available to shareholders by $1.48 to $5.50 per share from $4.02. It will also then raise the total cash and stock per share offer price to Sprint shareholders from the earlier $7.30 to $7.65.

Clearwire shares closed Wednesday at $4.37, up 0.46%, on a volume of 13 million shares on the Nasdaq.

by RTT Staff Writer

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