Sprint Nextel submitted its “best and final offer”...
Sprint Nextel submitted its “best and final offer” to buy Clearwire Tuesday, revising its bid to $3.40 per share -- a total of about $2.5 billion -- hours before Clearwire shareholders were set to vote on Sprint’s original offer (http://bit.ly/18ffDqu).…
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Sprint originally offered about $2.1 billion in December for the remaining 49 percent of Clearwire it didn’t already own, raising its bid to $2.2 billion soon after (CD Dec 18 p7). Sprint said it had sent its revised bid to Clearwire’s board; Clearwire said it now plans to hold a vote on Sprint’s offer May 30 (http://bit.ly/14tE4in). Although Sprint owns a majority of Clearwire, the deal must get the approval of a majority of the remaining non-Sprint shareholders. Crest Financial, Clearwire’s largest minority shareholder, protested the Clearwire board’s decision to delay a vote on Sprint’s bid to review the increased offer. Sprint’s actions show that the carrier “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,” said David Schumacher, Crest general counsel, in a news release. These shareholders “have already agreed to vote in favor of the merger and sell their shares to Sprint even if the merger is rejected,” he said. Crest said it has sent a letter to Clearwire asking the board to resist Sprint’s improved offer so it can pursue offers through a “competitive process” once the “bidding war” over Sprint is over. “Sprint is trying to buy Clearwire on the cheap and lock-up Clearwire’s value before Sprint itself is purchased by SoftBank or DISH,” Crest said in the letter. “That lock-up is patently unfair to minority stockholders. You can and must refuse to abet Sprint in its ongoing scheme.” Although shareholders who believe Clearwire should remain an independent entity are likely to still oppose the deal, Sprint’s revised offer should be enough to “get this deal approved,” said Wells Fargo analyst Jennifer Fritzsche in an email to investors. Sprint’s higher bid for Clearwire “now could set a precedent as to SoftBank’s next move with Sprint,” she said. SoftBank is attempting to buy 70 percent ownership of Sprint for $20.1 billion. Dish Network made a $25.5 billion counterbid for majority control of the carrier. Sprint has notified Dish that it has received a waiver from SoftBank to provide non-public information to Dish and engage in due diligence discussions with Dish on its counteroffer (http://bit.ly/17W4tsX). Dish Chairman Charlie Ergen said in a statement Tuesday he remains confident “this process will confirm the superiority of our proposal, the reasoning behind our synergy projections and our vision for a competitively superior DISH-Sprint” (http://bit.ly/13Hty7G).