Dish Defends Bid for Clearwire


Dish Network (NASDAQ:DISH) said Tuesday its takeover bid for Clearwire Corp (NASDAQ:CLWR) complies with the law and the wireless service provider's agreements with shareholders, dismissing Sprint Nextel Corp's (NYSE:S)claim to the contrary as "incorrect and misleading."

Sprint, Clearwire's majority shareholder, said Monday that the company could not accept Dish's $4.40 per share offer without breaking the law.

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Clearwire shareholders are due to vote on a Sprint agreement to buy out minority shareholders for $3.40 per share on June 13, but a special committee for Clearwire is also reviewing Dish's offer in the meantime.

Dish Chairman Charlie Ergen argued in a letter to Clearwire that Sprint's stated concerns about its offer are "incorrect and misleading."

For example, Ergen said his request that Clearwire allow Dish to pick three directors would involve a nomination process that was "carefully designed to comply with applicable law and the existing rights of Clearwire stockholders including Sprint."

Ergen also said Dish's offer would not require Sprint to forfeit any of its rights as Clearwire's biggest shareholder.

"Nevertheless, Sprint does not and will not have the power to trample the rights of Clearwire's special committee and its minority stockholders to pursue a superior transaction," he said.

Sprint declined to comment on Ergen's letter.

Clearwire did not respond directly to Dish's statement, but said its special committee continues to review the Dish offer and has not changed its recommendation in favor of Sprint transaction.

Meanwhile, Dish has offered to buy Sprint itself for $25.5 billion, challenging SoftBank Corp's <9984.T> proposed $20.1 billion purchase of 70 percent of the No. 3 U.S. mobile provider.

Sprint spokesman Doug Duvall said his company was still moving ahead with a scheduled June 12 vote for SoftBank's bid.

Bloomberg, citing unnamed sources familiar with that matter, reported earlier Tuesday that Sprint's board may delay the shareholder vote on the SoftBank deal as it was waiting for a binding offer from Dish.

Dish said it was continuing to review Sprint's books. Sprint had allowed Dish a closer look at its books in case it results in a superior offer but in the meantime, Sprint continues to recommend the SoftBank offer.

Clearwire shares closed down 11 cents, or 2.5 percent, at $4.31 on Nasdaq before the Dish issued its statement.