Sprint made an improved offer to the shareholders of Clearwire, describing it as being “best and final”, but it has not fully silenced critics of the deal.
The US number three operator is now looking to acquire the approximately 50 per cent stake in Clearwire that it does not already own for $3.40 per share, a 14 per cent premium on the previous offer of $2.97, and a 162 per cent premium on Clearwire’s share price on 11 October 2012. The new offer values Clearwire at $10.7 billion.
In a statement, the potential acquirer said that the new offer “demonstrates Sprint’s commitment to closing the Clearwire transaction and improving its competitive position in the US wireless industry”.
Crest Financial, the largest independent minority shareholder of Clearwire and a vocal critic of the deal, has not been placated by the new offer.
In a statement, David Schumacher, general counsel of Crest, said: “Sprint’s decision to increase its offer price and request an adjournment reveals that Sprint was unable to secure a majority of the non-Sprint, ‘minority’ stockholder votes—even though Sprint attempted to pack that ‘minority’ with stockholders that are commercially tied to Sprint and Clearwire have already agreed to vote in favour of the merger and sell their shares to Sprint even if the merger is rejected.”
He continued: “Clearwire is acting in its usual stockholder-unfriendly way by adjourning the special meeting to grant Sprint the ability to pose a new, still inadequate offer. This is a consistent theme of this Board: Do everything possible to secure an undesirable merger with Sprint at a below market price. Stockholders should demand that the Clearwire Board finally act in the best interest of all shareholders, not just in the interest of Sprint.”
Crest continues to argue that Sprint’s offer “still significantly undervalues” Clearwire and its assets, describing the increase as “grossly inadequate”.
It noted: “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.”