Dish raises bid to buy Clearwire to top Sprint's offer
Charles "Charlie" Ergen, chairman and co-founder of Dish Network.(Photo: Andrew Harrer Bloomberg)
Dish Network raised its tender offer to buy wireless carrier Clearwire Wednesday to $4.40 a share in cash, topping a competing bid from Sprint Nextel by 30%.
The raised offer — outlined in a letter from Dish chairman and co-founder Charlie Ergen to John Stanton, chairman of Clearwire — triggers more questions for Clearwire's shareholders as they prepare to vote on Sprint's offer Friday.
Sprint, which owns about 50% of Clearwire, has offered to buy the rest of the shares it doesn't currently own and also raised its offer to $3.40 a share last week. Japan's SoftBank, which has agreed to buy Sprint and received U.S. regulators' security clearance Wednesday for the deal to proceed, has supported Sprint's attempt to buy more Clearwire shares. Analysts believe the targeted spectrum is seen by SoftBank's management as a crucial resource for future expansion if they complete the Sprint acquisition.
Meanwhile, Dish is seeking to enter the wireless market through acquisitions as its main business — satellite pay-TV — continues to lose customers. Earlier this year, it first offered to pay $3.30 a share for Clearwire, a Bellevue, Wash.-based carrier that serves about 11 million customers in the U.S. Last month, Ergen also pitched an unsolicited proposal to buy all of Sprint for $25.5 billion.
"The Clearwire spectrum portfolio has always been a key component to implementing our wireless plans of delivering a superior product and service offering to customers," Ergen wrote in the letter.
Dish's offer would be available to all Clearwire stockholders, but Dish is prepared to accept and pay for shares tendered only by minority stockholders who wanted to cash out on their investment, subject to a minimum participation in the offer.
Dish would condition any offer on acquiring at least 25% of the voting stock in Clearwire. Dish also requires at least three board members of its choice and possibly more if it buys more shares.
"While we continue to be hopeful that we can work cooperatively toward a transaction, considering the abbreviated notice for and timing of your adjourned stockholders' meeting, we feel compelled to release this letter publicly," Ergen wrote. "We also intend to take our offer directly to your stockholders by commencing a tender offer prior to your stockholders' meeting."