INTL and McCaw's EagleRiver Group own some B shares of CLWR and they have some veto rights over any takeover. Eagleriver owns a hunk of A shares too. INTL benefits from the SB deal, so they will cooperate. McCaw is the unknown factor. His vote gives S the over 60% super majority to approve a buyout.
There are several possibilities:
A) McCaw sees the short term benefits of an S cash buyout and takes the money. He ends up with a tax loss from his original investment in CLWR. Not likely.
B) McCaw is offered shares of stock in the new S in some tax beneficial manner and the deal moves forward.
C) McCaw is offered some extra special deal for the B shares that he owns that gives him a bigger cut of the buyout price than A share holders in order to win his vote for the S purchase of CLWR.
D) McCaw holds out for a ridiculously high amount for the Class A shares that he owns and other A shareholders benefit as a result.
E) McCaw blocks a deal with S and CLWR remains a public corporation, semi-independent and semi-controled by S, with long term prospects as unclear as they were 3 weeks ago.
F) McCaw is given a hunk of CLWR spectrum in exchange for his B shares and he works out a deal with one of the S competitors or DISH. This is my guess. That means Class A shareholders only get book value plus a small premium in cash and no vote.
Outside bidders for CLWR will receive a veto from S. There is no bidding war. Just the interests of McCaw are on the negotiating table. This was the reality when Longs bought their CLWR shares at whatever price. There is no need to shake your virtual fist at the situation now.
No, Sprint needs 75% of Clearwire votes for any takeover.
[75% of the voting power of all outstanding stock of Clearwire for certain actions, including any merger, consolidation, share exchange or similar transaction and any issuance of capital stock that would constitute a change of control of Clearwire or any of its subsidiaries;] (10-K)