Dish's interesting attempt to acquire its way into the wireless data business has taken another turn this evening, thanks to a new development in its bid for Clearwire. Dish upped its offer to $4.40 per share for all of the company's outstanding shares earlier this week, and the Clearwire board seems interested. Originally scheduled to take place Friday morning, the meeting is now set for June 13th so the board can discuss Dish's offer, and how it compares to Sprint's $2.2 billion / $3.40 per share bid for the 50 percent of Clearwire it does not yet own. The new bid is apparently more "actionable" than Dish's previous proposal, and could also complicate Softbank's attempt to acquire Sprint which Dish is also trying to intercept. Hit the links below for all the business details while we wait for the various bords and committees to figure out what happens to these companies next.
CLEARWIRE'S SPECIAL COMMITTEE TO REVIEW UNSOLICITED TENDER OFFER FROM DISH
Company Plans to Adjourn Special Meeting of Stockholders; Rescheduled Meeting to be Held June 13, 2013
BELLEVUE, Wash., May 30, 2013 (GLOBE NEWSWIRE) -- Clearwire Corporation (NASDAQ: CLWR) ("Clearwire" or the "Company") today acknowledged that DISH Network Corporation (NASDAQ: DISH) ("DISH") has commenced an unsolicited cash tender offer to acquire all outstanding common shares of Clearwire at a price of $4.40 per share.
In light of this development, and pursuant to the discretionary authority granted to the chairman of the meeting by Clearwire's bylaws, the Company plans to adjourn its Special Meeting of Stockholders, which is scheduled to be held at 10:30 a.m. Pacific time on Friday, May 31, 2013, without conducting any business. The Special Meeting of Stockholders will reconvene on Thursday, June 13, 2013, at 10:30 a.m. Pacific time at the Highland Community Center, 14224 Bel-Red Road, Bellevue, Washington, 98007. The record date for stockholders entitled to vote at the Special Meeting remains April 2, 2013.
The Special Committee of Clearwire's board of directors (the "Special Committee") has determined, consistent with its fiduciary duties, that it will engage with DISH to discuss, negotiate and/or provide information in connection with the DISH Proposal. Consistent with its fiduciary duties and as required by applicable law, the Special Committee, in consultation with its independent financial and legal advisors, will promptly review the offer to determine the course of action that it believes is in the best interests of Clearwire's non-Sprint Class A stockholders. The Special Committee noted that while the most recent DISH proposal raises issues that need to be discussed with DISH, the proposal appears to be more actionable than DISH's previous proposal, and the Committee intends to issue its recommendation in due course. The Special Committee has not made any determination to change its recommendation of the current Sprint (NYSE:S) offer to acquire the approximately 50 percent stake in the Company it does not currently own for $3.40 per share.
On or before June 12, 2013, Clearwire intends to file with the Securities and Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9 stating whether the Clearwire board of directors and the Special Committee recommends acceptance or rejection of DISH's unsolicited tender offer, expresses no opinion and remains neutral toward the tender offer, or is unable to take a position with respect to the tender offer, as well as setting forth the board of directors and the Special Committee's reasons for its position with respect to the tender offer.
Clearwire stockholders are urged to defer making any determination with respect to the tender offer until they have been advised of the board of directors and the Special Committee's positions with respect to the tender offer.
In connection with the definitive agreement with Sprint, Clearwire and Sprint entered into agreements that provide additional financing to Clearwire in the form of exchangeable notes, which will be exchangeable under certain conditions for Clearwire common stock at $1.50 per share, subject to adjustment under certain conditions (the "Sprint Financing Agreements"). Under the Sprint Financing Agreements, Sprint agreed to purchase, at Clearwire's option, $80 million of exchangeable notes per month for up to 10 months. At the direction of the Special Committee, Clearwire has elected to forego the June $80 million draw. The Special Committee has not made any determination with respect to any future draws under the Sprint Financing Arrangements.
In addition, the Company has announced that it intends to make the interest payments totaling approximately $255 million, which are due June 1, 2013, on its first-priority, second-priority and exchangeable notes.
Evercore Partners is acting as financial advisor and Kirkland & Ellis LLP is acting as counsel to Clearwire. Centerview Partners is acting as financial advisor and Simpson Thacher & Bartlett LLP and Richards, Layton & Finger, P.A. are acting as counsel to Clearwire's Special Committee. Blackstone Advisory Partners L.P. has advised the Company on restructuring matters.
DISH Statement on Clearwire Stockholder Vote Postponement
ENGLEWOOD, Colo.--(BUSINESS WIRE)-- DISH Network Corporation (NASDAQ: DISH) issued the following statement on news that the Clearwire Corporation Board of Directors has postponed its May 31 stockholder vote.
The following statement can be attributed to Tom Cullen, DISH executive vice president of Corporate Development:
"We are pleased that the Clearwire Board of Directors has decided to delay the stockholder vote to thoughtfully consider the merits of our proposal. We are confident that our offer is superior to the proposed Sprint merger as it offers substantially greater value to Clearwire and its minority stockholders and a clearer path to value realization for all parties. Importantly, it also provides a meaningful alternative to the significant group of Clearwire minority stockholders that remains opposed to the Sprint merger. Our offer is not subject to any financing contingency."
DISH Network Announces Commencement of Tender Offer to Purchase All Clearwire Corporation Class A Common Stock
ENGLEWOOD, Colo.--(BUSINESS WIRE)-- DISH Network Corporation (NASDAQ: DISH) announced today that DISH Acquisition Holding Corporation, a Delaware corporation and a wholly owned subsidiary of DISH, has commenced a tender offer to purchase all outstanding shares of Class A Common Stock of Clearwire Corporation (NASDAQ: CLWR), including any shares of Class A Common Stock issued in respect of outstanding shares of Class B Common Stock, for $4.40 per share.
The tender offer is scheduled to expire at 12:00 midnight, New York City time, at the end of June 28, 2013, unless extended or terminated in accordance with the terms and conditions of the offer.
Today, DISH is filing with the Securities and Exchange Commission (the "SEC") a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the offer.
Copies of the offer to purchase, letter of transmittal and other related material are available free of charge from Innisfree M&A Incorporated, the information agent for the tender offer, toll-free at (877) 456-3427.
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