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Clearwire Investors Get Conflicting Advice on Sprint Offer (1)

May 10, 2013

Clearwire Investors Get Conflicting Advice From ISS, Glass Lewis

Sprint Nextel Corp., which already owns slightly more than 50 percent of Clearwire, is trying to acquire the remaining stake for $2.2 billion. Photographer: Victor J. Blue/Bloomberg

Sprint Nextel Corp. (S:US)’s takeover bid for Clearwire Corp. (CLWR:US), slated for an investor vote on May 21, received mixed reactions from the two biggest shareholder-advisory firms, with Institutional Shareholder Services Inc. endorsing the deal and Glass, Lewis & Co. opposing it.

ISS said that Sprint’s $2.97-a-share offer price is reasonable, given Clearwire’s debt load and the costs it would require for a buyer to capitalize on its spectrum -- the airwaves that wireless devices use to connect to the network. Clearwire, based in Bellevue, Washington, has said it faces a cash crunch and needs at least $1.7 billion to keep operating.

“A vote for the proposed transaction is warranted in light of the valuation and market premium offered, amid an overarching context of significant questions about the company’s continued viability as a stand-alone company,” ISS said in a report.

Sprint, which already owns slightly more than 50 percent of Clearwire, is trying to acquire the remaining stake for $2.2 billion. The two companies reached the deal in December after a four-year joint venture struggled to build a nationwide wireless Internet provider. Sprint, based in Overland Park, Kansas, is now planning to use Clearwire’s spectrum to bolster its own network.

Glass Lewis said that Sprint hasn’t made a compelling case for why its offer is the best option.

Unexplored Territory?

“While there is no doubt Clearwire is in need of a significant capital injection and its stand-alone operating potential is heavily dependent on its ability to execute additional strategic transactions, including spectrum sales and debt or equity financings, it does not appear, in our view, that the board fully explored all available alternatives.”

Clearwire investors such as Crest Financial have argued that the company’s assets are being undervalued. Crest has even offered to lend the company money itself to help keep it afloat. Dish Network Corp. (DISH:US) also made a $3.30-a-share counteroffer for Clearwire in January, though that bid faces an uphill fight because of Sprint’s majority ownership.

Crest said it welcomes the Glass Lewis recommendation and says it “strongly disagrees” with ISS’s decision. Crest says it prefers to have Clearwire as a stand-alone company.

Clearwire shares have climbed 12 percent this year, suggesting that at least some investors still expect a higher bid than Sprint’s $2.97. The stock fell 0.6 percent to $3.25 at the close today in New York.

Sprint renewed its call for Clearwire investors to support its offer at the meeting later this month.

“While disappointed in the Glass Lewis report, we are pleased ISS recommends that Clearwire shareholders vote for Sprint’s merger agreement,” Scott Sloat, a spokesman for Sprint, said in an e-mail. “Our agreement has the unanimous support of Clearwire’s special committee and board, provides Clearwire shareholders with certain, fair and attractive value and is the best strategic alternative for the company and its minority stockholders.”

To contact the reporter on this story: Scott Moritz in New York at smoritz6@bloomberg.net

To contact the editor responsible for this story: Nick Turner at nturner7@bloomberg.net


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