Sprint files suit to block Dish Clearwire acquisition

Sprint has filed a lawsuit in a bid to block the acquisition of 49.8 per cent of Clearwire by Dish Networks. The suit, which alleges that Dish’s tender offer for Clearwire is unactionable, is the latest twist in the story of Sprint’s evolution and Dish’s desire for US spectrum assets.

This narrative has seen Dish attempt to outbid Japanese operator Softbank for control of Sprint, while hedging its bets by moving to win control of Clearwire, which is majority owned by Sprint.

Last week Clearwire’s board of directors voted in favour of Dish’s offer, which offered to acquire all outstanding common shares at $4.40/share, compared to Sprint’s offer of $3.40/share.

Sprint alleged that Dish has “repeatedly attempted to fool Clearwire’s shareholders” over the viability of its bid. The cellular operator outlined a number of grievances, including the fact the Dish offer, including the Investors Rights Agreement (IPA) and Note Purchase Agreement (NPA), could not be accepted without approval from at least 75 per cent of Clearwirel’s outstanding voting securities and approval from Comcast. Neither of these has been obtained, Sprint said.

The Dish IRA requires that Dish be allowed to appoint board members to Clearwire’s board, Sprint said, “in breach of the provisions in the EHA permitting Sprint to nominate 7 directors, the Significant Investors Group to nominate several other directors and the nominating committee to nominate the remainder.”

The Dish offer would: “violate Delaware corporate law and Sprint’s and the strategic investors rights under the Charter and EHA by vesting DISH with a veto power over fundamental corporate events that Delaware law places in the control of the directors or shareholders and that the EHA details how many directors and shareholders are required for action,” Sprint said, describing the offer as “unlawfully coercive”.


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