The board of directors of Clearwire Corporation (NASDAQ:CLWR) unanimously recommended the proposal of DISH Network Corp. (NASDAQ:DISH) to acquire all outstanding common stock of the company for $4.40 per share.
In a regulatory filing with the Securities and Exchange Commission (SEC), Clearwire Corporation (NASDAQ:CLWR) encouraged shareholders to accept the offer of DISH Network Corp (NASDAQ:DISH) citing that it was “fair to and in the best interest of shareholders of Class A common stock".
The board of directors of the mobile broadband provider cancelled a special meeting scheduled on Thursday, June 13 for shareholders to vote on the approval of Sprint Nextel Corporation (NYSE:S)’s bid of $3.40 per share, which was previously supported by Clearwire Corporation (NASDAQ:CLWR) and earlier urged shareholders to accept it. However, the company is now advising shareholders to vote against it, and rescheduled the special meeting forJune 24, 2013.
Clearwire Corporation (NASDAQ:CLWR)’s board considered many factors and determined that it is necessary to make an “adverse company board recommendation” to maintain their fiduciary duties under applicable law.
Clearwire's Board Explains DISH's Proposal
The board of Clearwire explained that DISH Network Corp (NASDAQ:DISH)’s proposal of $4.40 represents a 53% premium to the closing price of the company’s stock in December 27, last year. It is also 29 percent higher than the Sprint’s $3.40 “best and final offer.
Dish originally offered to buy out the shares of Clearwire for $3.30 per share, but the cable TV company raised its offer to the mobile broadband provider to $4.40 on May 30 after Sprint increased its original bid of $2.97 to $3.40.
Clearwire also indicated that if shareholders do not approve either of the offers, it might not be able to raise enough capital to continue its business operations beyond May 14. The board of the company wrote in its filing, "“We can give you no assurance that in a restructuring you would receive any value for your shares.”
DISH extended the expiration of its tender offer to Clearwire until July 2, 2013 at 12:00 midnight. The deadline was previously set on June 28, 12:00 midnight Eastern Time.
In a related report, Scott Moritz & Olga Kharif of Bloomberg cited a statement from Bob Toevs, spokesperson for DISH regarding Clearwire’s recommendation. He said, “We appreciate Clearwire’s recognition of the superior value that we are able to deliver its stockholders.”
On the other hand, Bill White, spokesperson for Sprint, said that the company is reviewing Clearwire Corporation (NASDAQ:CLWR)’s statement. He said, "Sprint continues to have every intention of enforcing its governance rights. All commercial agreements, including network and customer agreements, will be honored and enforced as it regards our ongoing relationship with Clearwire.”
Meanwhile, the merger talks between Sprint Nextel Corporation (NYSE:S) and DISH Network Corp (NASDAQ:DISH) failed. The third largest wireless communications provider in the United Stated said that the cable TV company did not provide an “actionable proposal". Sprint told DISH that it has until June 18 to submit its best and final offer.