Sprint Claims Dish Network Takeover Bid for Clearwire Violates Law

Crest also seeks to have Clearwire repurchase notes issued to Sprint, which Crest says were issued under an “unfair Note Purchase Agreement without converting those notes at their dilutive exchange ratio.” Crest’s letter to Sprint comes hours after Sprint sent a letter to Clearwire calling Dish’s offer “not actionable” and “a violation of Delaware law.”

If there is any doubt about what’s at stake here, Crest’s letter makes it clear:

We believe that Sprint’s goal all along has been to lock up Clearwire on the cheap, while selling itself to SoftBank, or another suitor, at a premium. It is evident that Clearwire is the true prize in this ongoing battle from SoftBank’s insistence that it direct [Sprint’s] negotiations with Clearwire—going so far as to set the offer price and reserving approval power over any changes.

Sprint’s position in the dispute is that Dish’s claim for three seats on Clearwire’s board and other governance rights cannot be legally agreed to by Clearwire with Sprint’s consent and the consent of some of Clearwire’s other shareholders. Sprint says it will enforce its legal and contractual rights, which makes Dish’s offer for Clearwire “not actionable.”

While Dish might prevail in a legal action, that would still leave the satellite provider with a minority stake in Clearwire. Dish and CEO Charlie Ergen have to keep fighting the battle over Clearwire while at the same time pursuing a $25.5 billion buyout of Sprint.

It’s hard to see what Dish gains by continuing to struggle for a minority stake in Clearwire. Dish’s bid for Sprint is substantially better than the $20 billion bid from Japan’s Softbank even though Sprint’s board favors Softbank.

For its part, Clearwire has already approved the Sprint offer, which is no surprise as Sprint controls the network firm. Still, Sprint/Clearwire must seriously consider the Dish offer if they wish to avoid future legal action from disgruntled shareholders.

Sprint’s shares are down about 0.7% in mid-afternoon trading today, at $7.25 in a 52-week range of $2.44 to $7.50.

Clearwire’s shares are down 1.4% at $4.42 in a 52-week range of $0.83 to $4.56.

Dish shares are down about 0.8% at $38.25 in a 52-week range of $26.12 to $40.95.