Wireless service provider Clearwire Corporation (NASDAQ:CLWR) reiterated Monday that its proposed transaction with Sprint Nextel Corporation (NYSE:S) offers the best option for Clearwire’s minority shareholders.
Sprint Nextel Corporation (NYSE:S) offered to buy Clearwire Corporation (NASDAQ:CLWR) in December for $2.2 billion but satellite TV provider DISH Network Corp (NASDAQ:DISH) announced a counterbid of $2.3 billion in January. Dish followed up in April by making a bid for Sprint.
In a letter sent on Monday to the shareholders, Clearwire Corporation (NASDAQ:CLWR) ignores DISH Network Corp (NASDAQ:DISH) and says the proposed takeover offer by Sprint provides the best possible value. The letter laid out in extensive detail why Sprint’s offer of $2.97 a share provides the best value for shareholders.
The Bellevue mobile broadband company Clearwire shares fell about 6 percent in an initial reaction to the statement, before recovering to trade just above the closing price of $3.38 on Friday.
In its letter, Clearwire indicated that the Clearwire board has unanimously concluded that the proposed transaction with Sprint is the best strategic alternative for stockholders, particularly in light of the company’s limited alternatives and the well-known constraints of its liquidity position.
Elaborating further, the letter emphasizes that Sprint’s represents “fair, attractive and certain value”. Besides additional benefits, Clearwire board feels the proposed $2.97 per share offer price equates to a total payment to Clearwire Corporation (NASDAQ:CLWR) minority stockholders of approximately $2.2 billion.
The board indicated that the transaction represents a total Clearwire enterprise value of approximately $10 billion, including net debt and spectrum lease obligations of $5.5 billion. The board has also highlighted that the Sprint Nextel Corporation (NYSE:S) transaction represents culmination of rigorous multi-year strategic review.
Interestingly, the board conceded that Clearwire’s standalone prospects are shaky, noting the company’s inability to secure a second major customer beyond Sprint. The letter further explains Clearwire has been unsuccessful at attracting a second major wholesale customer, despite concerted efforts and discussions with more than 100 targets.
However, four shareholders holding about 17 percent of Clearwire Corporation (NASDAQ:CLWR)’s shares said on Friday they would work together to seek a better deal for the wireless service provider.
The Clearwire board’s letter emphasizes that given the comprehensive reviews of the alternatives, the Special Committee and board of directors determined that the Sprint transaction is in the best interests of the company’s non-Sprint stockholders.
Clearwire Corporation (NASDAQ:CLWR) is scheduled to hold a special meeting on stockholders on May 21, 2013 to vote on the proposed Sprint transaction.
