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Sprint/Clearwire Acquisition Discussion (Formerly: Dish offer to acquire Clearwire for $4.40 per share in cash.)

bucdenny

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bucdenny Member Level: 4G WiMax

bucdenny

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Also today, Dish announced the end of their tender offer waiting period..

 

http://dish.client.shareholder.com/releasedetail.cfm?ReleaseID=771980

 

Whoa what does this mean? Dish all in for Sprint then? They have until tomorrow with a 30 Billion dollar offer.  :o

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S4GRU
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Sprint is just making it clear that the purchase proposal from DISH is unactionable without Sprint's approval. All these ridiculous terms DISH put in the offer require changes to governance that will

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bucdenny
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Sprint and Clearwire Agree to Increased Acquisition OfferIncreased Offer to $5.00 Per Share Represents Significant Premium to Unaffected Clearwire Trading Price and DISH Network Tender Offer   Group

kvnjcby Member Level: Digital

kvnjcby

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I highly recommend looking through Sprint's formal complaint. There are some seriously awesome quotes in there. "There is nothing at the end of Dish's rainbow" sticks out  :lol: . Also, there's a lot of really interesting info in it that I don't think we knew before. 

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bucdenny Member Level: 4G WiMax

bucdenny

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I highly recommend looking through Sprint's formal complaint. There are some seriously awesome quotes in there. "There is nothing at the end of Dish's rainbow" sticks out  :lol: . Also, there's a lot of really interesting info in it that I don't think we knew before. 

 

The fact that Clearwire has been in talks with Dish many times prior to Sprint merger agreement. How can the board recommend such an offer from Dish?  Now that Clearwire is being sued, what can happen next?

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briank86 Member Level: 3G EVDO

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What does this mean? To me, it sounds like Dish is backing out of a losing battle.

 

Sent from my SPH-L900 using Tapatalk 2

 

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marioc21 Member Level: eHRPD

marioc21

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What does this mean? To me, it sounds like Dish is backing out of a losing battle.

 

Sent from my SPH-L900 using Tapatalk 2

 

Just did a quick search.  The waiting period referenced is part of federal anti-trust law.  The waiting period gives the justice department and the FTC time to decide if they want more information from the parties involved.  This means the waiting period is over and Dish can continue on to the next stage with their proposed transaction.  

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jonathanm1978 Member Level: 4G WiMax

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So Clearwire has been NOT taking financing from Sprint for 3 out the last 4 months and therefore is trying to cap how much equity Sprint can acquire.

 

But according to that document, In its February 12, 2013 earnings press release, Clearwire

announced that its total fourth quarter revenue dropped 14% and its fourth quarter cash
plummeted by $315.1 million.

 

Shows that they are a sinking ship, which backs exactly what Sprint is saying -- they are sinking fast and Dish only wants to swoop in and grab spectrum, leaving the company to flounder.

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bobbi Member Level: 1x Advanced

bobbi

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So Clearwire has been NOT taking financing from Sprint for 3 out the last 4 months and therefore is trying to cap how much equity Sprint can acquire.

 

Clearwire has previously announced it was drawing on the Sprint financing for March, April and May.  I see nothing in the complaint that contradicts those announcements. Only that Clearwire did not draw on the Sprint financing for January, February or June.

 

 

"34. However, DISH succeeded in furthering its scheme to undermine Clearwire’s financial state by making its unlawful proposal contingent upon Clearwire’s refusal to take any draws from the Interim Financing Agreement even though DISH knew that Clearwire needed those funds. As DISH hoped, the December 28 DISH Proposal induced Clearwire into declining to accept the January and February monthly installments offered by Sprint. Clearwire only accepted the March installment after releasing its abysmal financial results, which demonstrated that the company could not survive without this financing. In its February 12, 2013 earnings press release, Clearwire announced that its total fourth quarter revenue dropped 14% and its fourth quarter cash plummeted by $315.1 million."

 

"49. DISH’s overtures induced the Clearwire Board to refuse the June 2013 draw under the Interim Financing Agreement, further damaging Clearwire’s precarious financial state."

 

 

http://www.bloomberg.com/news/2013-04-29/clearwire-to-draw-80-million-from-sprint-ahead-of-merger-vote.html

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cavendano Member Level: 1x Advanced

cavendano

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I highly recommend looking through Sprint's formal complaint. There are some seriously awesome quotes in there. "There is nothing at the end of Dish's rainbow" sticks out  :lol: . Also, there's a lot of really interesting info in it that I don't think we knew before. 

Took your recommendation. It was great! 

I wonder what Dish will try to pull out of its arse today...

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MacinJosh Member Level: LTE Advanced

MacinJosh

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Damn, this is turning into some really good entertainment.

No kidding. I guess it's time to start the popcorn and take this drama to the big screen!

 

 

Sent from Josh's iPhone 5 using Tapatalk 2

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cletus Member Level: 4G WiMax

cletus

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DISH responds to suit

 

http://dish.client.shareholder.com/releasedetail.cfm?ReleaseID=772179

 

The "failure to deal fairly" makes me laugh.

Haha oh wow. "exploit it's majority position.." also got a chuckle from me. What is the POINT of paying for a majority position if not for the extra privileges that go with it? Oh wait, Dish wants those privileges for a minority position that violates the Clearwire agreements, right. 

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JeffDTD Member Level: 4G WiMax

JeffDTD

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To sum it up "sprint is being mean, our offer is 29% better, the details dont matter".

 

But the details do matter. Sprint wouldnt have a legal objection to a tender offer that did not violate the terms of the clearwire charter. Dish chose to make those terms part of its offer anyway.

 

Sprint knows that increasing its offer for clear will cause Dish to again crank up its offer and with each premium you increase the likelihood of the minority shareholders to comply with erroneous or illegal demands (per the charter) while using "fudiciary responsibility" as their excuse. Sprint is smart go ahead and litigate that crap now vs just furthering a bidding war.

 

If dish wants avoid litigation, the ball is in their court to revise their offer in compliance with the charter. Shaming sprint publically is a childish and illusory attempt to divert attention from the basis of sprints argument.

 

 

 

Sent from my Note II. Its so big.

 

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bucdenny Member Level: 4G WiMax

bucdenny

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What will happen when Clearwire votes down Sprint next week and vote for Dish? Can that happen?

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khammondnm Member Level: eHRPD

khammondnm

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What will happen when Clearwire votes down Sprint next week and vote for Dish? Can that happen?

 

Then comes court...

 

Sent from my SPH-L900 using Tapatalk 4 Beta

 

 

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DaQue Member Level: 4G LTE

DaQue

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Anyone know or want to guess when a hearing or rulling will happen on Sprint's lawsuit against Dish and Clearwire will happen?

 

Sent from my SPH-L900 using Tapatalk 4 Beta

 

 

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tommym65 Member Level: eHRPD

tommym65

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Anyone know or want to guess when a hearing or rulling will happen on Sprint's lawsuit against Dish and Clearwire will happen?

 

Sent from my SPH-L900 using Tapatalk 4 Beta

Gonna guess that the judge will issue a temporary injunction halting any changes in ownership positions, any changes in the board of directors, and any changes in the corporate by-laws, until such time as he can fully evaluate and rule on the facts.  This would put Dish's shenanigans on hold, and would be to Sprint's benefit.

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jonathanm1978 Member Level: 4G WiMax

jonathanm1978

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I would imagine this is building some angst among Sprint board members. Anyone wanna guess which way they'll vote? I'm going to put money on Softbank going through, since Sprint can see what they are in for if dish gets its grubby claws on them...I seriously have my doubts anyone would be in favour of dish+ Sprint after seeing this Clearwire debacle. (It spectacle, whatever term best fits)

 

Sent from my SPH-L710 using Tapatalk 4 Beta

 

 

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bucdenny Member Level: 4G WiMax

bucdenny

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Sprint and Clearwire Agree to Increased Acquisition Offer

Increased Offer to $5.00 Per Share Represents Significant Premium to Unaffected Clearwire Trading Price and DISH Network Tender Offer

 

  • Group of Significant Minority Stockholders Agree to Vote in Favor of Sprint Transaction
  • Offer Provides Clearwire Stockholders with Certain and Attractive Value

 

 

http://www.businesswire.com/news/home/20130620006250/en/Sprint-Clearwire-Agree-Increased-Acquisition-Offer

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bucdenny Member Level: 4G WiMax

bucdenny

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Most important

 

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.

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cletus Member Level: 4G WiMax

cletus

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Sprint and Clearwire Agree to Increased Acquisition Offer

Increased Offer to $5.00 Per Share Represents Significant Premium to Unaffected Clearwire Trading Price and DISH Network Tender Offer

 

  • Group of Significant Minority Stockholders Agree to Vote in Favor of Sprint Transaction
  • Offer Provides Clearwire Stockholders with Certain and Attractive Value

 

 

http://www.businesswire.com/news/home/20130620006250/en/Sprint-Clearwire-Agree-Increased-Acquisition-Offer

 

pwaEOsp.gif

Agreement to buy 9% more even if the transaction doesn't close AND if the transaction doesn't complete under certain circumstances the standstill provision for November 28th is waived and opens the doors for Sprint ahead of time. 

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