Clearwire said today that it will continue to entertain a buyout offer from Dish Network even though Sprint Nextel dubbed the rival bid from the satellite TV operator “illusory” and contingent on many things which are not actionable.
Clearwire also indicated that its special committee in charge of analyzing acquisition offers had not changed its opinion on the offer from Sprint, which late last month upped its bid for the 50 percent of the Bellevue broadband wireless company that it did not previously own to $2.2 billion. Sprint’s offer of $2.97 per share falls below Dish’s bid of $3.30, which came in last month.
Shares of Clearwire, after opening strong early this morning, are down slightly, trading at about $3 per share. It now has a market value of $4.6 billion.
“The Special Committee will, consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, continue to evaluate the DISH Proposal and engage in discussions with each of DISH and Sprint, as appropriate,” Clearwire wrote in a press release. “The Special Committee has not made any determination to change its recommendation of the current Sprint transaction.”
Clearwire also indicated that it has delayed taking capital from Sprint while it evaluates the Dish offer.
Sprint offered this statement on the latest SEC filing by Clearwire.
“Today’s 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.”
The acquisition talks have been going on for the past four months, with this SEC filing providing an exhaustive play-by-play of the action with Clearwire board member John Stanton playing a key role and pushing for a higher price.
Clearwire CEO Erik Prusch also sent this statement to the company’s more than 1,050 employees.
“It is imperative during this process that we focus on executing our daily duties to successfully manage our business, including our wholesale and retail operations and LTE network build. The LTE network remains central to our future plans. We continue to work with Sprint on an accelerated build plan, but we have not yet come to an agreement. We have amended the Sprint Financing Agreements to extend the date by which an agreement on the accelerated build out must be reached to February 28, 2013.”