(Adds comments from Dish and Sprint, and updates share
prices)
By Kristin Jones
Clearwire Corp. (CLWR) received an unsolicited bid from Dish
Network Corp. (DISH) to buy the wireless broadband operator for
$3.30 a share, besting Sprint Nextel Corp.'s (S) buyout offer and
setting up a potential takeover battle.
Dish's per-share offer tops Sprint's bid by around 11% and
offers a 13% premium to Clearwire's closing price Tuesday. The bid
would value all of Clearwire at about $4.85 billion, based on the
company's 1.47 billion shares outstanding at the end of 2012,
although Clearwire said the total dollar value doesn't reflect the
conditions tied to Dish's offer.
Clearwire said the bid from the satellite-television operator
"is only a preliminary indication of interest and is subject to
numerous, material uncertainties and conditions." Some of Dish's
proposals "may not be permitted under the terms of Clearwire's
current legal and contractual obligations," the company said in a
press release.
In addition, Clearwire said its ability to enter negotiations
with Dish is "significantly limited" by the company's agreement
with Sprint and with its own shareholders.
In December, Clearwire agreed to Sprint's offer to buy the half
of Clearwire it doesn't already own for $2.2 billion. The price was
lower than many shareholders had expected, but the Sprint purchase
was expected to give the struggling company new access to
funds.
Dish Network confirmed the offer in a separate statement. "We
look forward to working with Clearwire's special committee as it
evaluates our proposal," said Tom Cullen, Dish's executive vice
president of corporate development.
Sprint, meanwhile, said its offer to acquire Clearwire is
superior to the "highly conditional Dish proposal" and that it
"looks forward to closing the transaction with Clearwire."
"The Dish proposal includes a series of interdependent
commercial agreements, debt and equity purchases and spectrum
sales, which together with the other conditions required by Dish to
complete the transaction, makes the proposal not viable," Sprint
said.
Clearwire shares initially were halted after hours on the news
at $2.92, but they have since reopened and are rising 8.6% to
$3.17. Dish shares were unchanged at $35.97 after hours, while
Sprint shares fell 2.4% to $5.83.
Write to Kristin Jones at kristin.jones@dowjones.com
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