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Last Update: 09-Jan-13 07:42 ET
ClearWire shares soar 8% following DISH acquisition offer for $3.30/share
Clearwire (CLWR $3.17 +0.25) announced that it has received an unsolicited, non-binding proposal from DISH Network Corporation (DISH $35.75 -0.22). The DISH Proposal, as further summarized below, provides for DISH to purchase certain spectrum assets from Clearwire, enter into a commercial agreement with Clearwire, acquire up to all of Clearwire's common stock for $3.30 per share (subject to minimum ownership of at least 25% and granting of certain governance rights) and provide Clearwire with financing on specified terms. The DISH Proposal is only a preliminary indication of interest and is subject to numerous, material uncertainties and conditions, including the negotiation of multiple contractual arrangements being requested by DISH (some of which, as currently proposed, may not be permitted under the terms of Clearwire's current legal and contractual obligations). It is also subject to regulatory approval. As previously announced on December 17, 2012, Clearwire has entered into a definitive agreement with Sprint Nextel Corporation (S $5.80 -0.17) for Sprint to acquire the approximately 50 percent stake in Clearwire it does not already own for $2.97 per share. Clearwire's ability to enter into strategic transactions is significantly limited by its current contractual arrangements, including the Sprint Agreement and its existing Equityholders' Agreement. The Special Committee of the Clearwire Board of Directors has determined that its fiduciary duties require it to engage with DISH to discuss, negotiate and/or provide information in connection with the DISH Proposal. The Special Committee has not made any determination to change its recommendation of the current Sprint transaction. Consistent with its obligations under the Sprint Agreement, Clearwire has provided Sprint with notice, and the material terms, of the DISH Proposal, and received a response from Sprint that is described below. DISH had, prior to the announcement of the Sprint Agreement, provided Clearwire with a preliminary indication of interest solely with respect to acquiring certain of Clearwire's spectrum assets, on substantially the same pricing per MHz-POP as the spectrum purchase included in the DISH Proposal described below, and entering into a commercial agreement. Although Clearwire worked with DISH prior to the execution of the Sprint Agreement to improve the overall terms of that proposal, the Special Committee of the Clearwire Board determined that the Sprint transaction was, for a number of reasons, a more-attractive alternative for Clearwire's non-Sprint Class A stockholders than a transaction with DISH at that time and on the terms then-proposed by DISH.
