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Updated from 3:36 p.m. ET to reflect closing Clearwire share prices and additional information throughout.
NEW YORK (
Sprint(S) has offered
Clearwire(CLWR) $5 a share for the company's remaining stock, as the telecom tries to thwart blocking from
Dish Network(DISH - Get Report) in its planned consolidation efforts.
Sprint's $5 a share offer and the bid's acceptance from a special committee of Clearwire's board of directors indicates the telecom is trying to finish its merger ahead of key shareholder meetings through June. The revised offer, a 47% premium from Sprint's last $3.40 a share bid for Clearwire, also signals the company is caving to pressure from Dish.
Dish has frustrated Sprint's plans at a merger with Japanese telecom SoftBank and in its acquisition of Clearwire, causing rising takeover prices at multiple stages of a near one-year long consolidation effort.
"The revised offer demonstrates Sprint's commitment to closing the Clearwire transaction and improving its competitive position in the U.S. wireless industry," Sprint said in a statement.
With valuable wireless spectrum assets, Clearwire is an important piece of Sprint's multi-billion dollar, multi-year effort to revamp its wireless service and better serve rising smartphone data usage. Sprint's upgrade, Network Vision, seeks to build a nationwide 4G LTE network.
"The Clearwire board and special committee have determined that the $5.00 per share transaction with Sprint represents the best path forward for the company and is in the best interest of our unaffiliated stockholders," Erik Prusch, President and CEO of Clearwire, said in a statement.
Sprint started its bidding for Clearwire shares over a year ago at $2.90 a share, however, a series of proposals floated by Dish has led to the wireless broadband service's rising price. Earlier in June, Dish Network unveiled a $4.40 a share tender for Clearwire's remaining shares, in a proposal Sprint called illegal.
Prior to Thursday's revised offer, Sprint filed a lawsuit claiming Clearwire's recommendation of Dish's $4.40 a share offer over its $3.40 a share offer infringed on the company's rights as an initial Clearwire equity holder.
At times in Sprint's acquisition efforts, Clearwire has said to objecting shareholders and competing bidders a lack of cash could put the company at risk of bankruptcy. In recent years, Sprint has injected billions into Clearwire to keep the company afloat.
Sprint will be buying approximately 50% of Clearwire shares it does not currently own, in a deal that values Clearwire at about $14 billion. Clearwire could have cost as much as $7 a share after Dish entered the fray, according BTIG Research.
Clearwire's special committee has gone from recommending Dish's offer ahead of the June 24 shareholder meeting to recommending Sprint's revised offer.
Key Clearwire shareholders such as
Mount Kellett Management ,
Glenview Capital Management,
Chesapeake Partners Management and
Highside Capital Management have agreed to vote in favor of Sprint's offer. Collectively those funds own 9% of Clearwire's voting shares.
Bright House Networks have also agreed to vote in favor of Sprint's offer.
As part of the deal, Clearwire will be required to pay a termination fee of $115 million, or 3% of Clearwire's total equity value, if it breaks Sprint's revised offer.