The official tally is that 211 million minority shares are a confirmed "no" vote for the merger... and that 125 million minority shares are a "yes" vote... namely, comcast, intel and brighthouse.
The problem for sprint lies in the reality that the confirmed "no" votes are very vocal and backing up their words with class-action lawsuits and letters to the FCC...
... while the "yes" votes have been pretty quiet about their resolve since the dish counter-offer hit the news and Crest Financial launched an effort to compel a judge to "recuse" those yes votes due to their "control" status as surrogates of sprint's operations and influence.
Indeed, somebody like Intel has far more to gain by selling sprint/softbank chips that they ever would gain from getting more money for their minority share positions in Clearwire.
Then there's the analogy by an un-named investment advisory firm that "anybody who ever thought that $2.97 was a fair offer for clearwire has already sold their shares"... presumably to someone who thinks they can get a lot MORE than $2.97 for it and plans to vote accordingly.
So, as Clearwire's trading volume holds up and the stock creeps ever higher to the $3.30 benchmark thrown down by dish, the strangest element in all of this remains the notion that Softbank's Mr. Son is this supposed "deal-maker" who knows what he's doing.
Well, the evidence is quite the opposite... because every day that passes produces more and more opposition to the Sprint offer, and more and more lawsuits and review appeals. If Mr. Son was any kind of deal-maker, he would have counter-offered quickly and sewn this thing up before the opposition could get organized.
He also failed to recognize that after 3 years of being screwed by Dan Hesse... Clearwire's minority shareholders are pretty universally anti-sprint these days... and they'd likely take $2.90 a share from Pee-Wee Herman before they'd let Mr. Hesse get his grubby hands on their shares.
The tract made in these good points should continue to be pursued to their logical conclusion imo. What logical conclusions? That Sprint-SB will proceed through the regulatory process while this and opposition from DIS, AT&T and others forms. Why not 'nip it in the bud' with a higher offer now? Because the bringing of interest in the spectrum to a head is in Sprint-SB's ultimate better interests. I think it would be better for Sprint-SB to have to give up some control over some of the 2.6GHz spectrum that they are 95% likely to eventually get, than not. That is because more exploitation of the spectrum by other parties will aide in lowering costs and amortizing the debt and forward development burdens. Misery loves company even while it only salves the pains that will continue to exist for exploitation of the troublesome spectrum. A better of better outcome would be for DISH, AT&T to share access through an FCC orchestrated spectrum sharing arrangement in which Sprint-SB retain the licenses, but provides access to a significant portion on a 'cost plus' wholesale basis.
The pressure on Clearwire will not go away despite DISH, AT&T, stock holders and other's interests. They have a problem: building of not just a use network by DISH or Sprint but their fundamental economic survival. If the DISH deal were able to move forward, which is extremely unlikely, what would be the business result for Clearwire having been stripped of a substnatial part of choice metro-zone spectrum by the combination of DISH and Sprint? It would be a left-nut castrated future business to put it bluntly. Does anyone think that the DISH proposal for ownership would happen without Sprint also carving out their 'fair share' of choice cuts of spectrum? No serious analyst or investor should think that would be the case. The resulting Clearwire would be a shell wholesale slave to the larger players... 'same as it ever was' only more constricted even if also being part of a more secure overall exploitation of the band.
This all points to a 'meeting of the minds' one way or the other at some point likely within six months. Sprint-SB can hold out the current positioning ... 'Oh yeah? Let's see your entire hand fellahs.. any more operators out there want to join this card game? - now is the time to join in or be left out'
That leads up to Sprint-SB probably being led up to a point where there is no legal requirement and no directly mandated regulatory requirement, but it will make sense to slightly sweeten the deal.. at a point where investors patience is at a fracture point, everyone has thrown their cards on the table, and the chump-change difference is palatable.
... and I most certainly don't, Hesse has uccessfully slapped some of CLWR's biggest proponents into submission. I'm disappointed to see 'value' investors who once talked about this gold mine while at $5, $6, $7, talk about being happy with $3.5 to $4. The assets have only appreciated since then, yet Hesse has many thanking him for half. I get it, yet disappointed.
... may have been ugly and unfair to minority shareholders who helped to finance clearwire's infrastructure, but it's fair to say that Hesse was successful in driving the fair value of this company down.
By creating an inter-dependence between clearwire and sprint... but never letting up on clearwire enough for clearwire to succeed, he essentially set the table for him to steal clearwire's spectrum from hapless minority shareholders.
Most companies with such subsidiaries are far more ethical than Dan Hesse and indeed, if Hesse had teamed with clearwire in more of a positive way, Sprint would likely have fared better as a going concern... but that's negated by the softbank "payday" that will allow sprint to catch up by delivering the severed head of clearwire on a platter for softbank while softbank pays sprint a premium for the opportunity to acquire clearwire for a ridiculous price.
Hesse thought he had destroyed clearwire to enough of a degree that $2.97 would be sufficient to steal the company... obviously, he guessed wrong and softbank underestimated the savvy of minority shareholders who are now flexing their collective muscle to create softbank's worst nightmare in all of this.... a "stalemate".
The reality here is that only clearwire with a viable business model is worth $7 to $10 and by trashing that model, Dan Hesse has pushed a reasonable price to $4 or maybe $5...
... he thought he had pushed it to $2.97, but obviously, he was wrong about that.
Fortunately for Softbank's Mr. Son, $5 would still be a pretty darned good value for a buyout... he just won't admit it during the heat of trying to do a deal. Clearly, his abilities as a savvy dealmaker are overrated given how this has backfired on him so far.
Excellent post Spok. I'm in full agreement.
Son wanted to steal Clwr through Sprint. It was a halfass effort.
For small time investors like me; as I mentioned before
my 250 contracts @ 3.00 strike in 1/2014 went from in the money to a dramatic loss
where they are being played with as best as they can repress the value. In stock 20,000
shares were reduced in value tremendously. Why would anyone accept an offer of 2.90
for what was 3.47 as a result of the manipulation by Hesse and the CLWR Board. The
CLWR board did not represent me in that deal. The perception by sprint is we bought a
near bk company. The perception by the minority investors is and has been about the
value of the spectrum.
Count me in as a NO vote for Sprint
Best to you.
Sentiment: Strong Buy
... at least with Sands, it sounded like pretty big positions (and the margin and all).
I'm thinking the most likely outcome here is for sprint to revise the clearwire bid to somewhere between $3.50 and $4.00 and end up with minority shareholders outnumbering Crest and Kellett on the "yes" side... but I don't see the $2.97 bid having any chance at all.
If your looking for some light reading, you may want to google ; Gentile v. Rossette Corporate Governance Group Client Alert
Where the Court applied an entire fairness analysis, with many similarities sans a better standing offer.
You sound like ed_amamay. Can't you write in complete sentences without ... ... ....
... all over the place? ....
.... so ridiculous... who taught you to .....
.... write .... like ..... that ... ?
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