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Clearwire continues to like Sprint’s buyout offer, but isn’t ruling out a bid from Dish Networks just yet.
In a “Transaction Update” released today, Clearwire said that its Special Committee charged with determining the value of both Sprint’s and Dish’s offers “has not made any determination to change its recommendation of the current Sprint transaction.” That said, the committee added that it will continue to hold discussions with Dish, “as appropriate,” to make a final determination.
Sprint Nextel last year announced plans to acquire the remaining 50 percent of Clearwire that it doesn’t own for $2.97 per share, or $2.2 billion. The company would also provide up to $800 million of additional financing to Clearwire to help its operation.
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Last month, Clearwire received an unsolicited bid from Dish to buy certain spectrum assets and acquire up to all of Clearwire’s stock for $3.30 per share. According to the Special Committee, Dish’s proposal “is only a preliminary indication of interest and is subject to numerous, material uncertainties and conditions, including the negotiation of multiple contractual arrangements being requested by Dish (some of which, as currently proposed, may not be permitted under the terms of Clearwire’s current legal and contractual obligations) as well as regulatory approvals.”
That, the Committee says, will bar it from endorsing the deal.
Sprint was quick to chime in on the Committee’s report, saying that the “filing speaks for itself.”
After a rigorous and extensive two-year process, Clearwire pursued numerous strategic opportunities, including discussing the sale of spectrum with no fewer than 10 parties and a series of ongoing conversations with Dish that date back to 2010. Clearwire’s proxy makes very clear that Sprint’s definitive agreement to acquire Clearwire provides both the best value for shareholders and stability amid an uncertain future. We continue to believe that the DISH proposal is illusory and conditioned on many things, including the receipt of governance rights, a spectrum sale and a commercial agreement which are not actionable under our merger agreement and other agreements between Clearwire and Sprint. We are pleased the Clearwire Board continues to recommend approval of our transaction and look forward to closing our merger and delivering even greater wireless service to the American consumer.
Dish declined to comment on the committee’s report.
