Sprint (S) disclosed that its board authorized management to proceed with discussions with Clearwire (CLWR) with the intent to attempt to reach a definitive agreement for a potential merger transaction. Sprint stated it understands that the board of Clearwire has formed a special committee that is reviewing the proposed transaction. Pursuant to the proposal, Sprint would acquire all of the shares of Clearwire common stock not already owned by the Sprint Entities at a purchase price of $2.90 per share. Sprint has proposed to provide interim financing to Clearwire from and after the execution of definitive documentation relating to the transaction in an amount up to $800M. Sprint has provided the proposal to SoftBank for its review. Under the terms of the Sprint proposal, each of Comcast, the BHN Entities and the Intel Entities would enter into a voting and support agreement with Clearwire with respect to the proposed transaction. Sprint estimates that, at the price per share set forth in the proposal, approximately $2.1B in cash will be required to acquire the remaining shares of Clearwire. Sprint anticipates that it will obtain such funds from working capital.
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