Clearwire Special Committee and Board of Directors Change Recommendation in Favor of Sprint Merger Based on Revised Offer of $5.00 Per Share
Wow! That appears to be a 'take out' level bid... at the highest end of expectations and beyond my recent narrowed expectations.
Sprint and Softbank, faced with trying to get in an expedited court hearing that may not have come soon enough, obviously wanted to get CLWR securely wrapped up. The price jumps out ahead of DISH's conditional, alleged illegal offer, by 0.60, ahead of Son's annual presentation during which he reportedly will discuss plans for 'New Sprint'. The rapid acceptance by Clearwire's BOD shows that intense discussions have taken place this week to prepare for the announcement.
Can and will DISH/Ergen counter the offer? Ergen can do just about anything he wants... he is a gambler. However, I doubt DISH, faced with the Sprint lawsuit will hazard the needed higher bid or that Clearwire's BOD, now more clearly aware of Sprint's legal position, would accept any offer that has a similar structure to DISH's prior, allegedly illicit offers. CW BOD will now likely require that DISH offer terms that are in agreement with existing governance agreements.. in other words strictly as a subordinated minority stockholder. As such, its become highly doubtful Ergen will find it in his/DISH's best interests to continue to pursue Clearwire except in context with FCC deliberations that may yet embrace wholesale roaming and MVNO access rulemaking.
Oh really? That's fascinating! What spot-on analysis! Are you a stunt double for Debbie Downer? Dude, you're in a slump. Forget about getting a hit, you're lucky at this point if you can foul one off. Past six months nothing but swings and misses. Maybe better head back to the dugout and just watch for a little bit.
This time, Sprint-Softbank have apparently done it right: They bid high enough and had the lawsuit entered that probably helped get the 'gang of four' funds lined up to support the offer. This should clinch it imo. The 'gang of four' had not announced, to my knowledge, a prior commitment to DISH's offer. ISIS had switched their recommendation, which seemed a bit off-putting, however, I suspect they will chime in shortly in favor of the $5.00, 'legit' offer.
I wanted you to be among the first to know that we have just announced with Sprint an agreement that increases Sprint's offer to acquire the approximately 50 percent stake in Clearwire that it does not currently own for $5.00 per share, valuing Clearwire at more than $14 billion. This increased offer represents a 47 percent premium to Sprint's previous offer of $3.40 per share announced on May 21, and a 285 percent premium to Clearwire's closing share price the day before the Sprint-SoftBank discussions were first confirmed in the marketplace on October 11, 2012 when Clearwire was also speculated to be a part of that transaction.
The retention benefits that we shared with you previously remain in effect with this Sprint agreement, and your individual statements will be updated shortly to reflect the $5.00 per share price.
BELLEVUE, Wash., June 20, 2013 -- Clearwire Corporation (NASDAQ: CLWR) ("Clearwire" or the "Company") today announced that its board of directors, based on the unanimous recommendation of the Special Committee consisting of independent, non-Sprint-affiliated directors, recommended that stockholders accept a revised offer from Sprint (NYSE:S) to acquire the approximately 50 percent stake in the Company it does not currently own for $5.00 per share, valuing Clearwire at more than $14 billion, or $0.30 per MHZ pop.
As such, the board of directors present unanimously voted to recommend that stockholders vote FOR the proposed transaction with Sprint and all other proposals set forth in the proxy statement, and not tender any shares of Class A common stock pursuant to the DISH Network (“DISH”) tender offer.
“The Clearwire board and special committee have determined that the $5.00 per share transaction with Sprint represents the best path forward for the company and is in the best interest of our unaffiliated stockholders,” said Erik Prusch, President and CEO of Clearwire. “The amended agreement with Sprint clearly acknowledges the significant value present in Clearwire - from our deep portfolio of wireless spectrum to the tremendous amount of progress the Clearwire team has made in improving our operations and beginning the construction of our next-generation 4G LTE network.”
Clearwire noted that the revised offer from Sprint provides attractive and certain value to unaffiliated stockholders. The proposed $5.00 per share offer price equates to a total payment to Clearwire minority stockholders of approximately $3.9 billion, and represents a:
47% premium over Sprint's prior offer of $3.40; and
14% premium over DISH's tender offer.
Pursuant to the discretionary authority granted to the chairman of the meeting by Clearwire's bylaws, the Company plans to adjourn its Special Meeting of Stockholders, which is currently scheduled to be held at 9:00 a.m. Pacific time
Revised Sprint Offer is in Best Interest of Unaffiliated Stockholders
Changes Previous Recommendation to Against DISH Tender Offer of $4.40 Per Share
Company Plans to Adjourn June 24 Special Meeting of Stockholders; Rescheduled Meeting to be Held on July 8