US satellite television company Dish Network announced a surprise bid for wholesale network operator Clearwire, offering more than existing buyer Sprint.
In a statement, Clearwire confirmed it had received an unsolicited approach from Dish, with a proposal which would see it “purchase certain spectrum assets from Clearwire, enter into a commercial agreement with Clearwire, acquire up to all of Clearwire’s common stock for $3.30 per share (subject to minimum ownership of at least 25 percent and granting of certain governance rights) and provide Clearwire with financing on specified terms”.
However, Sprint, as the largest shareholder in Clearwire, has indicated it has rights which will enable it to derail the Dish bid, and that it has no plans to support the counter offer.
“Sprint does not intend to waive any of its rights and looks forward to closing the transaction with Clearwire and helping consumers across the country realise the benefits of this combination,” the company said.
Sprint also noted that the proposed transaction “includes a series of interdependent commercial agreements, debt and equity purchases and spectrum sales, which together with the other conditions required by Dish to complete the transaction, makes the proposal not viable”.
Clearwire said that its board has “determined that its fiduciary duties require it to engage with Dish to discuss, negotiate and/or provide information” with regard to the proposal.
It also noted that prior to the Sprint deal, Dish had contacted it with a “preliminary indication of interest”, although this was solely with respect to acquiring spectrum and entering into a commercial deal.
Late last year, Sprint – the largest shareholder in Clearwire – announced a plan to acquire the shares in the company it does not already own, at a price of $2.97. There has subsequently been criticism from investors that this undervalues the target – and specifically its spectrum assets – although it was also believed that Sprint would be the only serious bidder.