Sprint slams Dish's latest offer for Clearwire

Mon Jun 3, 2013 9:20pm EDT
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By Liana B. Baker and Sinead Carew

(Reuters) - Sprint Nextel Corp (S.N: Quote) urged Clearwire Corp CLWR.O to reject Dish Network's rival bid for the wireless service provider, saying that a deal under Dish's terms would be illegal and violate Clearwire's agreement with its shareholders.

Sprint, which made its case in a letter to Clearwire's board on Monday, already owns a majority stake in Clearwire and is tussling with Dish to buy out minority shareholders.

Satellite TV provider Dish offered $4.40 per share for Clearwire on May 29, challenging Sprint's revised bid of $3.40 per share. The fight over Clearwire, which owns wireless airwaves that both suitors want, is part of a larger drama involving the fate of Sprint.

Dish has also made an offer to buy Sprint, the No. 3 U.S. wireless service provider, for $25.5 billion. Japan's SoftBank Corp (9984.T: Quote) already has an agreement to buy Sprint.

Sprint said many of Dish's conditions in its Clearwire offer are impossible to fulfill because approval is required from all shareholders including Sprint, which said it would not give up any of its rights with regards to Clearwire's governance.

Sprint said Dish's demand for the right to nominate three Clearwire board members runs roughshod over Clearwire's equity holder agreement, which includes a director selection process.

It also said that granting several of Dish's demands would violate Delaware law as well as Clearwire's existing agreements.

"Many Clearwire stockholders appear to be under the mistaken belief that Dish's proposal is a viable alternative to the Sprint merger agreement, and this is simply not the case." Sprint said in its letter.   Continued...