Clearwire has said that the proposed buyout by Sprint is the best deal for its minority shareholders.
In a filing to the Securities and Exchange Commission, the wholesale operator said its has board unanimously concluded that the proposed transaction with Sprint “is the best strategic alternative for stockholders representing fair, attractive and certain value, especially in light of the company’s limited alternatives and the well-known constraints of its liquidity position”.
Sprint is already the majority shareholder in Clearwire and wants to take full ownership of the company. It made an offer worth $2.2 billion ($2.97 per share) for the shares it doesn’t already own in December.
Satellite TV company Dish Network made a $2.3 billion counterbid ($3.30 per share) in January, which Clearwire said it would evaluate while continuing to recommend the original bid from Sprint.
However, Clearwire said in the filing that “a sale to a third party other than Sprint is unlikely to occur due to Clearwire’s governance structure and Sprint’s unwillingness to sell its stake”.
The filing also appears to have put an end to hopes Verizon Wireless had of buying spectrum leases from Clearwire.
Clearwire said it is “unlikely to have buyer interest for all 47 billion MHz-POPs of spectrum above the $0.21/MHz-POP value implied by Sprint proposal” and that “even a sale of a meaningful block of spectrum would leave it exposed to significant risks and would not solve Clearwire’s long-term liquidity challenges”.
As well as representing a significant premium to Clearwire’s share price, the company said the Sprint bid offered “higher certainty of value for stockholders compared to other alternatives” and “immediate liquidity to stockholders” at the close of the transaction.
Clearwire investor Crest Financial has been trying to stymie the sale to Sprint, even reportedly requesting the Federal Communications Commission to block the deal. Minority Clearwire shareholder Aurelius Capital recently said it is suing the directors of Clearwire and Sprint due to its dissatisfaction with the merger agreement.
Clearwire said it will hold a special shareholder meeting on 21 May to vote on the Sprint proposal.
Further complicating the picture, Dish recently submitted a $25.5 billion offer to buy a controlling stake in Sprint itself, trumping an earlier $20.1 billion offer made by Japanese group Softbank.