The Clearwire saga continues. And the latest development came Wednesday afternoon as Clearwire’s board of directors recommended that shareholders accept Dish Network’s $4.40 per share offer instead of Sprint’s $3.40 per share bid.
That may seem obvious, given the higher price tag. But for weeks, Clearwire Chairman John Stanton has been arguing against the Dish offer, pointing out numerous challenges that could be roadblocks to closing out the deal with the satellite TV provider. In fact, just two weeks ago, Clearwire noted one of the biggest obstacles, namely that Sprint would have to approve any such deal as part of a signed equityholders’ agreement.
Clearwire’s Equityholders’ Agreement, which was entered into in November 2008, concurrently with Clearwire’s formation, specifies that a change of control or merger requires 75% stockholder approval, which means Clearwire cannot be sold to another party without Sprint’s approval. It has been well documented that Sprint is not a willing seller. In conducting its own analysis, the Special Committee accounted for this crucial constraint, while Glass Lewis simply ignores it.
Sprint CEO Dan Hesse echoed some of those concerns in a letter to Clearwire last week, noting that the Dish deal is not a “viable alternative to the Sprint merger agreement.” He also suggested that Sprint would take legal action if those rights were ignored.
But in today’s press release, Clearwire’s special committee said that the Dish deal is in the “best interest of Class A stockholders.” Sprint and Dish are fighting over Clearwire, the Bellevue-based broadband wireless company, largely for its highly coveted wireless spectrum.
Clearwire also has moved its special shareholder meeting on the acquisition to June 24th at 9 a.m. in Kirkland. A part of me believes that this saga is now going to have many more chapters before that vote.
Stay tuned. It’s going to be an interesting ride.