x PhoneArena is hiring! Reviewer in the USA
  • Hidden picShow menu
  • Home
  • News
  • Sprint advises Clearwire Board of Directors that DISH proposal is a violation of law

Sprint advises Clearwire Board of Directors that DISH proposal is a violation of law

Posted: , by Maxwell R.

Tags :

Sprint advises Clearwire Board of Directors that DISH proposal is a violation of law
In what could be argued as a death knell for DISH’s proposed buyout of Clearwire, Sprint today sent a letter to Clearwire’s Board outlining several items which, in Sprint’s view, make the proposal non-actionable or a violation of either Delaware law (where the company is incorporated).

On top of that, Sprint noted that it would not vote in favor of DISH’s proposal or waive any of its rights as a shareholder.

That more or less makes it official, since Sprint owns the majority of Clearwire shares, DISH’s buyout proposal is dead in the water. We saw this coming and anyone who has been paying attention to the drama between Sprint, Clearwire and DISH should not be surprised.

Sprint outlined conditions set by DISH’s proposal required Sprint’s consent, something the carrier was not inclined to provide to begin with. However, the letter, signed by Sprint CEO Dan Hesse, also delves into what Sprint sees as violations of Clearwire’s certificate of incorporation, existing Equityholder’s Agreement (EHA) or Delaware law.

“DISH has had 5 months to modify its proposal into an actionable transaction. Rather than proposing a workable transaction, DISH waited until the eve of the Clearwire stockholder meeting to again propose the transaction it would like to have while assuming Delaware corporate law, the EHA and Clearwire’s certificate of incorporation did not exist.”

For those that do not know, Clearwire as we see it today exists in large part due to 2.5GHz spectrum that was licensed to Sprint which the carrier then merged with Clearwire in 2008. That constituted an investment of several billion dollars at the time. The result is how Sprint became the largest shareholder/owner in the company and today remains Clearwire’s only meal-ticket. DISH’s proposal included several provisions which attempt to graft Sprint out of certain actions leading up to a would-be acquisition. Sprint has an obvious interest in protecting that investment to every degree possible.

“Many Clearwire stockholders appear to be under the mistaken belief that DISH’s proposal is a viable alternative to the Sprint merger agreement and this is simply not the case. As we have consistently stated throughout this process, Sprint intends to enforce its legal and contractual rights. While these well-known and bargained-for rights may preclude certain other parties from profiting at Sprint’s expense, we simply are not required, nor will we, waive such rights.”

The entire text of the letter can be seen in the press release link below.

source: Sprint

+- Press Release

  • Options

posted on 03 Jun 2013, 17:32

1. metalpoet (unregistered)

In other news. i found out on cnet.com that a cat in russia was caught smuggling a cellphone into prison haha!

WOO HOO go sprint! :)

posted on 03 Jun 2013, 20:20 1

4. Droid_X_Doug (Posts: 5993; Member since: 22 Dec 2010)

What did Dish expect Sprint to do? Bend over!?

posted on 03 Jun 2013, 18:18 4

2. lsutigers (Posts: 821; Member since: 08 Mar 2009)

Sprint is laying down the law. F* off Dish.

posted on 03 Jun 2013, 20:02

3. ZeroCide (Posts: 785; Member since: 09 Jan 2013)

Put that smack down sprint!!

posted on 03 Jun 2013, 23:38

5. cybervlad81 (Posts: 89; Member since: 04 Apr 2011)

Dangerous words, yes they have majority, but at the same time they pretty much told their shareholders "to hell with you". Not a healthy action for a company that is fighting to stay in 3rd.

posted on 04 Jun 2013, 03:23

6. sarge77 (Posts: 202; Member since: 14 Mar 2013)

The bottom line is dish kept playing the game and waited to late to propose a last minute deal which should of been proposed long ago. They simply got burned, its a shame because I would love to have seen sprint offer TV service as well.

Want to comment? Please login or register.

Latest stories