Large number of Clearwire minority shareholders on-board with the deal
Sprint announced today that it has entered an agreement to buy the half of Clearwire that it does not already own for $5 per share, beating Dish's current offer by $0.60 per share. The revised deal values Clearwire at $14 billion, represents a 47-percent increase over Sprint's previous offer of $3.40 per share and a 285-percent premium over Clearwire's stock price the day before Sprint and SoftBank confirmed acquisition talks in October 2012. The new offer is a win all-around for stockholders of Clearwire looking to get top dollar on their shares, a large number of which have now voiced their support.
Sprint claims that several large investors totaling 9-percent of Clearwire's voting shares have committed to the new offer, as have Comcast, Intel and Bright House Networks (which hold another 13-percent). The aforementioned groups together with Clearwire's directors and officers represent 45-percent of the company's voting shares not controlled by Sprint, and have agreed to vote for the deal. Combine those votes with the other shareholders who have previously voiced approval for the Sprint-SoftBank acquisition and Sprint expects to get a majority of Clearwire shareholders to approve its deal in the end.
The higher offer comes with some strings attached, however. A new term of the deal will have Clearwire pay a $115 million breakup fee, equal to about 3-percent of the minority stake, to Sprint if the deal is not finalized. Additionally, under the circumstances that the deal is not finalized Clearwire is required to hold its shareholder meeting quickly as possible and waive the standstill provision of its Equityholders Agreement (EHA) between the companies.
If it isn't clear (dang, the pun writes itself) at this point , Sprint is ready to drop a bucket of cash on Clearwire and get this deal finalized so that it can move onto receiving a large strategic investment from SoftBank. It seems all but certain that a majority of the minority shareholders are on-board with the deal -- all that's left at this point are the formalities assuming we don't see another interjection by Dish.
Source: Sprint; Clearwire