Sprint on Tuesday announced a revised offer for wireless broadband wholesaler Clearwire. The carrier is looking to acquire the remaining Clearwire shares it does not already own for $2.97 per share, or $2.2 billion, valuing the company at $10 billion. Sprint has now increased its bid $3.40 per share, upping Clearwire’s value to $10.7 billion. The revised offer represents a 14% premium over the company’s earlier bid and a 162% premium over Clearwire’s closing share price in October when it was rumored to be part of the Sprint-SoftBank merger discussions. Sprint notes that the offer is the best and final offer it will propose. The company’s press release follows below.
Sprint Submits Increased Offer for Clearwire
Increased Offer of $3.40 Per Share Represents Significant Premium to Unaffected Clearwire Trading Price
Offer Provides Clearwire Shareholders with Enhanced Value
Transaction is Best Strategic Alternative for Clearwire and StockholdersOVERLAND PARK, Kan. (BUSINESS WIRE), May 21, 2013 – Sprint (NYSE:S) today announced that it has submitted an increased offer to the Board of Directors of Clearwire (NASDAQ: CLWR) to acquire the approximately 50 percent stake in the company it does not currently own for $3.40 per share, valuing Clearwire at $10.7 billion. This increased offer represents a 14 percent premium to Sprint’s previous offer of $2.97 announced on Dec. 17, 2012 and a 162 percent premium to Clearwire’s closing share price the day before the Sprint-SoftBank discussions were first confirmed in the marketplace on Oct. 11, 2012 when Clearwire was also speculated to be a part of that transaction. The offer represents Sprint’s best and final offer.
The revised offer demonstrates Sprint’s commitment to closing the Clearwire transaction and improving its competitive position in the U.S. wireless industry. Sprint is uniquely positioned to leverage Clearwire’s 2.5 GHz spectrum assets. Sprint’s Network Vision architecture should allow for better strategic alignment and the full utilization and integration of Clearwire’s complementary 2.5 GHz spectrum assets, while achieving operational efficiencies and improved service for customers as the spectrum and network is migrated to 4G LTE standards.
The revised offer has been submitted to the Clearwire Board of Directors and is subject to its formal approval. Clearwire’s Special Committee and Board have repeatedly cited the merger as the best strategic alternative for the company and its minority stockholders. In addition, Clearwire has received commitments from Comcast Corp., Intel Corp and Bright House Networks LLC, who collectively own approximately 26 percent of Clearwire’s shares not affiliated with Sprint, to vote their shares in support of the transaction.
Sprint’s proposal provides a clear path forward for Clearwire and the merger provides attractive value for shareholders of both companies.
Upon approval by the Clearwire Board of Directors, the transaction is subject to customary closing conditions, including regulatory approvals and the approval of Clearwire’s stockholders, including the approval of a majority of Clearwire stockholders not affiliated with Sprint or SoftBank. SoftBank has consented to the increased offer to acquire the remaining stake of Clearwire.
