(Corrects to show Sprint commented without specifically
addressing the question; adds company quote)
By Nadia Damouni
NEW YORK Jan 9 Sprint Nextel Corp is
under no pressure to raise its $2 billion offer for Clearwire
Corp to beat a higher bid by Dish Network Corp
as it holds several trump cards it can play to thwart its rival,
three sources close to the matter said.
Clearwire, which owns valuable mobile spectrum that Dish,
Sprint and Sprint's Japanese buyer Softbank Corp want
badly, is duty-bound to consider Dish's $3.30 per share proposal
that tops an agreed-upon $2.97 offer from Sprint.
Satellite TV company Dish's offer for the wireless company
has invited speculation of a bidding war or at least a small
sweetener from Sprint, with Clearwire shares closing up 7.2
percent on Wednesday at $3.13.
But Sprint, the No. 3 U.S. wireless operator and Clearwire's
biggest shareholder owning just over 50 percent of the company,
thinks it won't come to that, said the sources, who spoke on
condition of anonymity because the discussions are not public.
Dish's bid is subject to numerous conditions, not least of
which is approval by Sprint.
Sprint has no intent of "agreeing to, waiving or permitting"
any of the conditions laid out as part of Dish's proposal, one
of the sources close to the matter said, affirming the carrier's
Amending a number of the agreements Sprint already has in
place with Clearwire -- such as agreeing to nominate designated
Dish directors to Clearwire's board -- would require material
changes to Clearwire's corporate structure under Delaware Law,
where the company is incorporated, a second source said.
With Sprint holding steadfast, those amendments would not
get voted in, the source added.
"We believe our agreement to acquire Clearwire is superior
to the highly conditional Dish proposal" Sprint spokesman Bill
Softbank, which is awaiting regulatory approval for its $20
billion deal to buy a 70 percent stake in Sprint, has declined
to comment on Dish's bid.
Also, under the terms of their agreement, Sprint can force a
shareholder vote at a meeting in June even if Clearwire's
special committee were to recommend Dish's offer and feels it
would have the upper hand by dint of its large shareholding, the
To be sure, Sprint is carefully watching the outcome of
Clearwire's current discussions with Dish, one of the sources
said. Sprint has not opened discussions with Dish, they said.
Some analysts see Dish's bid -- as merely a power play, or
payback for Sprint, with which it has locked horns in the past
over regulatory approvals for spectrum acquisitions.
Others saw it as confirmation that Dish's Chairman Charlie
Ergen, the billionaire media mogul who in 2011 swooped in to
take over failed videostore chain Blockbuster, is serious about
becoming a wireless provider.
Dish may have the support of Clearwire's second-biggest
shareholder, Crest Financial Ltd, which owns an 8 percent stake
and has said Sprint's offer for the roughly 50 percent of
Clearwire it does not currently own, "grossly undervalues" the
The investor said it was looking forward to learning the
detailed terms of Dish's offer.
Crest has sued Clearwire to block the Sprint deal in the
Court of Chancery in Delaware and proceedings will begin on
(Additional reporting by Liana Baker, Sinead Carew and Rob
Cyran; Editing by Edwina Gibbs and Alden Bentley)