Dish Network proposes merger with Sprint Nextel for $25.5 billion

[Rawvega]

Has Crest or Joan Lappin said anything about the revised offer?  Or are they finally going to shut up, realizing that it's in their best interest to be owners of S and SoftBank long term over Dish and their completely jacked governance structure.  

 

They will still have power under Sprint/SoftBank. Dish?  That's all Charlie's baby. 

 

Oh you haven't read her latest 'masterpiece'?

 

http://www.forbes.com/sites/joanlappin/2013/05/21/softbanks-son-and-his-sprint-puppet-hesse-blink-raise-bid-for-clearwire-by-dimes/

 

Apparently she sold CLWR and has bought into S. I don't know why a publication such as Forbes gives her a venue to spew this nonsensical vitriol. Funny how she got called out in the comments section and had to start spin doctoring and made a slight modification to the original article.

 

As for Crest...

 

http://www.bizjournals.com/sanantonio/prnewswire/press_releases/Texas/2013/05/21/DC18321

 

HOUSTON, May 21, 2013 /PRNewswire/ -- Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), protested today's decision of the Clearwire Board of Directors to adjourn the Clearwire special meeting to consider Sprint's increased offer price of $3.40 per share.

According to David K. Schumacher, Crest's General Counsel, "Sprint's decision to increase its offer price and request an adjournment reveals that Sprint was unable to secure a majority of the non-Sprint, 'minority' stockholder votes—even though Sprint attempted to pack that 'minority' with stockholders that are commercially tied to Sprint and Clearwire have already agreed to vote in favor of the merger and sell their shares to Sprint even if the merger is rejected."

 

Schumacher added:  "Clearwire is acting in its usual stockholder-unfriendly way by adjourning the special meeting to grant Sprint the ability to pose a new, still inadequate offer.  This is a consistent theme of this Board:  Do everything possible to secure an undesirable merger with Sprint at a below market price.  Stockholders should demand that the Clearwire Board finally act in the best interest of ALL shareholders, not just in the interest of Sprint."

 

Crest said that it has sent a letter to the Clearwire Board of Directors urging them to resist Sprint's new offer so that Clearwire can pursue direct offers through a competitive process once the bidding war over Sprint is concluded.  Crest's letter to the Clearwire Board says:  "Sprint's new offer for Clearwire still significantly undervalues Clearwire and its assets and provides no protections to minority stockholders.  This incremental but grossly inadequate increase together with this morning's sudden adjournment of the stockholder vote on Sprint's first offer for Clearwire only confirms what we have been saying for some time:  Clearwire is the prize, and Sprint is trying to buy Clearwire on the cheap and lock-up Clearwire's value before Sprint itself is purchased by SoftBank or DISH.  That lock-up is patently unfair to minority stockholders.  You can and must refuse to abet Sprint in its ongoing scheme." 

 

Crest's letter to the Clearwire Board also states: "[T]he Board should approach this latest offer from Sprint for Clearwire in the same way that the Sprint Board has approached the offers from SoftBank and DISH for Sprint—i.e., you should press for every advantage and secure Clearwire's true value and adequate protections for minority stockholders.  That must include, at a minimum, obtaining a premium package of consideration, insisting on a new Clearwire corporate governance structure that protects minority stockholders, and negotiating merger terms that ensure a fair deal process." 

 

The letter to the Clearwire Board concludes: "You should recommend that minority stockholders reject this new inadequate offer and terminate the merger agreement as soon as possible so that Clearwire will be free of the merger agreement's restrictive covenants and you can pursue other financing and purchase offers.  We stand by our offer to provide Clearwire with $240.0 million in convertible debt on more favorable terms than Clearwire's existing Note Purchase Agreement with Sprint, which would enable Clearwire to continue operations during this competitive bidding process."

 

Crest also said that it has sent a letter to Clearwire's other stockholders urging them to reject Sprint's new offer and to pressure the Clearwire Board to pursue a direct, competitive bidding process for Clearwire after the battle for Sprint is concluded.

 

D.F. King & Co, Inc. has been retained by Crest to assist it in the solicitation of proxies in opposition to the merger. If stockholder have any questions or need assistance in voting the GOLD proxy card, please call D.F. King & Co. at (800) 949-2583. The full letters to the Clearwire Board and the letter to the Clearwire stockholders can be found at http://www.dfking.com/clwr orhttp://www.bancroftpllc.com/crest.

 

[Fraydog]

Crest is bluffing.

 

They don't have the leverage to get the investment needed to switch to TD-LTE and make Clear a long term going concern.  I expect Sprint to point that out. There's simply too much debt, and that was incurred on Clear's end because of their incompetence.

 

I don't mind blasting Clear management for incompetence. Maybe Crest Financial is playing a part in that incompetence! 

[twospirits]

I like your response in those comments.

 

TS

[IamMrFamous07]

Do we needs crest's vote to have the transaction get approved? If not then I don't care what they say lol

[bigsnake49]

Sprint should just keep funding them until October then they don't need the 75% of the vote for merger. Just complete the Softbank merger and just wait these suckers out.

[Rawvega]

Charlie still trying to beat the national security drum:

 

http://finance.yahoo.com/news/dish-uses-national-security-ads-181139410.html

 

 

Dish uses national security ads to fight SoftBank deal
Reuters – 51 minutes ago


By Liana B. Baker

(Reuters) - Dish Network Corp has rolled out an advertising campaign suggesting a deal by a Japanese company to acquire Sprint Nextel Corp could threaten U.S. national security, hoping to sway lawmakers and win support for its rival offer.

The campaign, which so far appears on the Internet and in Washington-area newspapers, is Dish's most public lobbying effort yet against Japan-based SoftBank Corp.

Dish has been pushing the national security angle hard in Washington. Since April, it has filed several documents raising alleged national security risks tied to SoftBank, while also promoting its own $25.5 billion bid for Sprint.

A full-page color ad ran on A5 of the Washington Post on Wednesday comparing SoftBank's proposed acquisition of Sprint to the 2006 Dubai Ports World controversy. In that case, legislators helped block a deal to buy several U.S. ports by stressing the national security concerns.

"In an ever advancing world, 'ports' may change," the newspaper ad says, "but keeping them in American hands never should. Don't outsource our national security."

The ad has a photo of shipping ports sitting above a photo of networking equipment. Dish's accompanying website, Nationalsecuritymatters.com, claims SoftBank spends "significant amounts with Chinese equipment manufacturers for its wireless network in Japan."

Dish also said on the website that China is the leading source of cybersecurity breaches. Dish's online ads link to that webpage, which was set up earlier this week.

In response, SoftBank says on its own website about the deal that it is "committed to using only network equipment that is acceptable to the U.S. government." SoftBank also made a pledge at the end of March that it would not use equipment from China's Huawei in Sprint's network.

WIDE FOCUS

Jeff Blum, Dish's Washington-based deputy general counsel, said the newspaper ads also appeared in Washington trade publications such as Politico, The Hill, Roll Call and the National Journal. Digital ads appear online in the National Journal and Politico, as well as news sites such as Reuters.com.

James Burger, an attorney who focuses on lobbying and policy at Thompson & Coburn in Washington, is skeptical the ads will be effective, especially because Japan is a U.S. ally and not viewed as a threat.

"I'm not convinced that the ads will convince the decision makers," he said.

Burger, who lobbied for Apple in the 1990s, but does not do work for SoftBank, Sprint or Dish, added that the ads will fall on deaf ears if SoftBank follows its pledge to use no Chinese equipment in its U.S. network.

"It seems to me that Dish is harping on the China bashing," he said. "But if SoftBank swears not use Chinese equipment, I wonder how well this will work."

Yet Dish has said its lobbying effort in Washington appears to be working. At a congressional cybersecurity hearing on Tuesday, the SoftBank deal made its way into the debate.

When asked by Virginia Representative Morgan Griffith if he had concerns about the deal, Mike McConnell, former director of national intelligence, said he would not be in favor of a U.S. communications company controlled by a foreign entity.

The ad campaign comes one day after SoftBank said it would grant a waiver to Sprint to allow it to consider Dish's bid.

On Tuesday, Sprint said its recommendation in favor of the SoftBank agreement had not changed. But some major Sprint shareholders, including Paulson & Co and Omega Advisors, have said the Dish offer looks better than SoftBank's deal.

(Reporting By Liana B. Baker. Additional reporting by Alina Selyukh in Washington. Editing by Andre Grenon)

 

[Fraydog]

I wipe my ass with what Charlie Ergen thinks of national security.

[JohnHovah]

Charlie still trying to beat the national security drum:

 

http://finance.yahoo.com/news/dish-uses-national-security-ads-181139410.html

All that is missing is some derogatory remarks and pejorative terms.  I'm waiting for Captain Howdy to slip in a dirty jap, commie bastard spy  or began ranting about infamy and pearl harbor.

[S4GRU]

Sprint should just keep funding them until October then they don't need the 75% of the vote for merger. Just complete the Softbank merger and just wait these suckers out.

 

What happens in October that would make it that Sprint doesn't need 75%?

 

Robert via Nexus 7 with Tapatalk HD

[ChadBroChillz]

What happens in October that would make it that Sprint doesn't need 75%?

 

Robert via Nexus 7 with Tapatalk HD

 

I believe he is referring to when the standstill agreement ends, which will allow Sprint to change the bylaws removing the 75% requirement.  I believe the standstill agreement ends near the end of Novermber though. 

[bigsnake49]

I believe he is referring to when the standstill agreement ends, which will allow Sprint to change the bylaws removing the 75% requirement.  I believe the standstill agreement ends near the end of Novermber though. 

Is it November? I'm not entirely sure. I will have to research it further.

 

EDIT: The standstill agreement ends 5 years from closing, which was on November 30th, 2008. So you are right.

 

http://files.shareholder.com/downloads/CLWR/2492368195x0xS1193125%2D11%2D345157/1442505/filing.pdf

Edited May 23, 2013 by bigsnake49

[jonathanm1978]

Maybe we should also have a countdown to the vote on Softbank or dish by board. It is going to play a major part in how a good many of us might take our cellular phone business in the future...

 

Sent from my SPH-L710 using Tapatalk 2

 

 

[jonathanm1978]

As a side note, I hope the day of the vote that Charlie gets a speeding ticket on the way to work, his wife admits to a 20 year affair with a woman because of his smalldickitis, nagra3 gets hacked wide open with FTA boxes again, and all the people he's sued in the last 3 years see him at a bar that night -- ON TOP OF finding out that Sprint laughed at his bid for them.

 

Sent from my SPH-L710 using Tapatalk 2

 

 

[bigsnake49]

Is it November? I'm not entirely sure. I will have to research it further.

 

EDIT: The standstill agreement ends 5 years from closing, which was on November 30th, 2008. So you are right.

 

http://files.shareholder.com/downloads/CLWR/2492368195x0xS1193125%2D11%2D345157/1442505/filing.pdf

 

 

Is it November? I'm not entirely sure. I will have to research it further.

 

EDIT: The standstill agreement ends 5 years from closing, which was on November 30th, 2008. So you are right.

 

http://files.shareholder.com/downloads/CLWR/2492368195x0xS1193125%2D11%2D345157/1442505/filing.pdf

Nov. 28, 2008.

[Fraydog]

If Dish wins it's either going to be T-Mo or the Duopoly. In my case, the Duopoly. Sad but true.

[bigsnake49]

Maybe AT&T or Verizon should absorb Dish. They will be a better match since they have rural coverage. Sprint does not seem to be interested in providing rural coverage so it will be an ill fit to their customer's profile. AT&T can use them to provide video service where their U-Verse won't reach. Plus, they can definitely use Dish's spectrum.

Edited May 23, 2013 by bigsnake49

[WiWavelength]

If Dish wins it's either going to be T-Mo or the Duopoly. In my case, the Duopoly. Sad but true.

 

Why not truly vote with your wallet?  Man up, and drop your wireless subscription service altogether.  I am thinking that is what I may end up doing in the next several years.  This industry used to be interesting.  Now, more and more, it is just dysfunctional and distasteful.

 

AJ

[Fraydog]

Why not truly vote with your wallet?  Man up, and drop your wireless subscription service altogether.  I am thinking that is what I may end up doing in the next several years.  This industry used to be interesting.  Now, more and more, it is just dysfunctional and distasteful.

 

AJ

 

I need some sort of flip phone service if I'm stranded on the side of the road somewhere. I can do Page Plus for that.

 

I would still be paying Verizon indirectly though. That's the problem.

[JeffDTD]

Maybe AT&T or Verizon should absorb Dish. They will be a better match since they have rural coverage. Sprint does not seem to be interested in providing rural coverage so it will be an ill fit to their customer's profile. AT&T can use them to provide video service where their U-Verse won't reach. Plus, they can definitely use Dish's spectrum.

 

CharChar wouldn't vacate his throne and turn over the keys to his empire for any reasonable price.  Despite sagging subscribers and the cannibalism by streaming over broadband, the captain would expect an insane premium over Dish's value.  And why would anyone pay it?   

[Fraydog]

I will say this. If Ergen wins you can bet the house I'll have a piece to say with the FCC over it, if they dare listen.

[PythonFanPA]

Had this tripe in my email today, as always just sharing and TIFWIW:

 

http://dish.client.shareholder.com/releasedetail.cfm?ReleaseID=766858

[ChadBroChillz]

As long as sprint is buying clear, they will have to pay the 1 billion to remove huawei equipment.  When Sprint was independent, they were not allowed to use Huawei equipment. Softbank has no effect on that. I cannot wait until the FCC and CFIUS approve the deals. That way Dish only has the legs of its deal to stand on.  Dish knows that they cannot compete on a level playing field. 

 

Good news is that California has approved the soft bank deal, which means Softbank now has all the state approvals it needs. FCC and CFIUS left. 

http://dealbook.nytimes.com/2013/05/23/california-commission-approves-softbanks-bid-to-buy-sprint/

[kg4icg]

Well some new news to contend with. The Equipment Clear will have to replace because of government concerns is going to be another $1 billion according to Son. I guess Charlie didn't see that coming.

[bigsnake49]

Well some new news to contend with. The Equipment Clear will have to replace because of government concerns is going to be another $1 billion according to Son. I guess Charlie didn't see that coming.

Or they could pay a lot less than that to move Wimax phone totting people to LTE. Although I am sure Son is exaggerating. And I thought Clear's Huawei equipment was approved by the feds.

[ChadBroChillz]

Or they could pay a lot less than that to move Wimax phone totting people to LTE. Although I am sure Son is exaggerating. And I thought Clear's Huawei equipment was approved by the feds.

 

It was, but I think the government does not want a major national carrier, especially with government contracts, using Huawei equipment, even if it is not near core infrastructure. I also think Softbank is just trying to calm any worries of national security before they become a problem. Dish would not have been immune to these problems. Tmobile had to agree to let the government know 30 days in advance if they decide to switch network vendors.