Clearwire shareholders are scheduled to meet on Monday, July 8th to vote on Sprint’s takeover, assuming we do not see any intervention from DISH, who has been silent since the announcement last week.
The rationale offered by ISS is not difficult to comprehend, it’s more money, “Given the cash consideration being offered by Sprint is higher than the tender offer from DISH, and therefore the best alternative currently available to maximize value, shareholders should vote FOR the proposed merger with Sprint.” We are not sure how many MBAs were needed to build that business case.
Meanwhile, we do not know what DISH has in mind since it had supposedly abandoned its pursuit of Sprint in the interest of focusing on Clearwire. Sprint sued Clearwire and DISH and whatever was noted in the filing seems to have stopped the latter in its tracks.
It looks like SoftBank and Sprint will be the victors of this drama after all.
ISS Recommends Clearwire Stockholders Vote 'FOR' Proposed Transaction with Sprint
BELLEVUE, Wash., June 24, 2013 (GLOBE NEWSWIRE) -- Clearwire Corporation (NASDAQ:CLWR) ("Clearwire" or the "Company") today announced that Institutional Shareholder Services ("ISS"), a leading independent proxy voting and corporate governance advisory firm, in light of Sprint's revised offer to acquire the approximately 50 percent stake in Clearwire it does not currently own for $5.00 per share, has recommended that Clearwire stockholders vote FOR the proposed merger with Sprint.
In its updated report issued on June 21, 2013, ISS stated: "Given the cash consideration being offered by Sprint is higher than the tender offer from DISH, and therefore the best alternative currently available to maximize value, shareholders should vote FOR the proposed merger with Sprint."
"We are pleased that ISS agrees that Sprint's increased offer to acquire all of the outstanding shares of Clearwire represents the best value to our stockholders," said Erik Prusch, President and CEO of Clearwire. "This offer has been unanimously recommended by the Special Committee of Clearwire's Board of Directors, which consists of independent, non-Sprint-affiliated directors, and the Board urges Clearwire stockholders to vote 'FOR' the transaction."
As previously disclosed, Sprint has received commitments from a group of significant Clearwire stockholders, including Mount Kellett Capital Management LP, Glenview Capital Management LLC, Chesapeake Partners Management Co., Inc. and Highside Capital Management LP, which collectively own approximately 9 percent of Clearwire's voting shares, to vote their shares in support of the transaction. These stockholders have also agreed to sell their shares to Sprint in the event the transaction does not close.
Together with the voting commitments previously received from Comcast Corp., Intel Corp and Bright House Networks LLC, who collectively own approximately 13 percent of Clearwire's voting shares, and Clearwire's directors and officers, stockholders owning approximately 45 percent of the Clearwire voting shares not affiliated with Sprint have now agreed to vote their shares in support of the transaction.
The Company will reconvene its Special Meeting of Stockholders on Monday, July 8, 2013, at 10:30 AM Pacific at the Highland Community Center, 14224 Bel-Red Road, Bellevue, Wash., 98007. The record date for stockholders entitled to vote at the Special Meeting remains April 2, 2013.
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.
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