Sprint Nextel Corp. (S:US), seeking to end a bidding war with Dish Network Corp. (DISH:US), raised its offer for Clearwire Corp. (CLWR:US) to $5 a share, 14 percent more than Dish’s latest price, and lined up investor support for the deal.
The proposal, which would let Sprint acquire the approximately 50 percent of Clearwire it doesn’t already own, values the business at about $14 billion, according to a statement yesterday. Clearwire’s board has endorsed the new terms, withdrawing its support for Dish’s $4.40-a-share offer.
“The path that we took has created a fantastic value for shareholders,” Clearwire Chief Executive Officer Erik Prusch said in an interview. “This deal is going to be simple for us to execute and we expect to close it quickly.”
The fight for Clearwire is part of a broader struggle between Dish and Tokyo-based SoftBank Corp. (9984), which both are seeking to enter the U.S. wireless market. Dish also has bid for Sprint itself, though the carrier rejected that offer earlier this month in favor of a sweetened SoftBank bid.
“It’s unclear what options Dish has left now,” said Tim Farrar, an analyst with TMF Associates Inc. in Menlo Park, California.
Sprint’s new Clearwire deal won the support of investors Mount Kellett Capital Management LP, Glenview Capital Management LLC, Chesapeake Partners Management Co. and Highside Capital Management LP, which had opposed its previous proposal. The shareholders agreed to sell their stock to Sprint even if the transaction doesn’t close, hindering Dish’s ability to counter.
With the new terms, Sprint will control 72.2 percent of all Clearwire shares, leaving 27.8 percent outstanding. Dish’s tender offer is contingent upon owning at least 25 percent of Clearwire stock, meaning it would have to get almost all of the other investors on board for its bid to be effective. Dish could change its terms, though, to require a lower threshold, giving it a chance to acquire a smaller stake.
Bob Toevs, a spokesman for Dish, declined to comment.
Clearwire shares (CLWR:US) rose 7.3 percent to $5.05 yesterday in New York trading. The stock had climbed 75 percent this year, lifted by the bidding war. Dish fell 0.2 percent to $39.18, while Sprint rose 1 percent to $7.07.
SoftBank agreed to acquire Overland Park, Kansas-based Sprint in October as part of the Japanese company’s global expansion plan. Buying full control of Clearwire, a wireless-network operator, is a central piece of that strategy because it would give Sprint and SoftBank access to valuable wireless airwaves.
Dish, meanwhile, wants to purchase a wireless company so it can bundle mobile service with its satellite-TV offerings. Dish, controlled by billionaire Charlie Ergen, first bid $3.30 a share for Clearwire in January, countering a $2.97 offer that Sprint made in December. Sprint raised its bid to $3.40 and then Dish countered again with a price of $4.40.
“We got into a competitive bidding situation along the way, and our shareholders will benefit from it,” Prusch said. “This is an absolutely fantastic deal.”
Dish, based in Englewood, Colorado, made its unsolicited bid for Sprint on April 15. The move forced SoftBank to increase its price for Sprint to $21.6 billion earlier this month. Sprint then set a deadline of June 18 for Dish to provide a new offer, which the satellite company declined to do.
Clearwire, based in Bellevue, Washington, had scheduled a meeting on June 24 for shareholders to vote on Sprint’s earlier offer. The decision will now be delayed until July 8, the company said yesterday.
Clearwire will be required to pay a termination fee of $115 million if the current deal fails to close.
While Ergen could still purchase another carrier such as T-Mobile US Inc. (TMUS:US), getting Clearwire’s spectrum is key to his strategy, Farrar said.
“It’s much more of a blow to Ergen if he can’t get the Clearwire spectrum than not being able to buy Sprint,” he said. “I’m not sure it makes much sense for Dish to buy T-Mobile without the Clearwire spectrum.”
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