Japanese carrier SoftBank has granted Sprint a waiver allowing it to consider Dish’s $25.5 billion bid for the company. The waiver gives Sprint permission to disclose non-public information and engage in negotiations with Dish regarding its buyout proposal. The Sprint Board of Directors has the right to terminate the existing merger agreement with SoftBank to accept a superior offer, however it has not yet changed its recommendation. SoftBank offered to pay $20.1 billion for a 70% stake in the wireless provider last October. Sprint will conduct due diligence with Dish and make a final decision in early June when shareholders vote to approve or reject SoftBank’s offer. Sprint’s press release follows below.
Sprint Provides Transaction Update
Sprint Receives Waiver from SoftBank
Sprint’s Board Will Proceed with Providing Non-public Information to DISH and Engage in Negotiations
Recommendation in Favor of the SoftBank Agreement Has Not ChangedOVERLAND PARK, Kan. (BUSINESS WIRE), May 20, 2013 – Sprint Nextel (NYSE: S) today announced that it has received from SoftBank Corp. (“SoftBank”) a waiver of various provisions of the merger agreement between Sprint and SoftBank. The waiver will permit Sprint and its representatives to furnish non-public information concerning Sprint to DISH Network Corp. (“DISH”) and to engage with DISH in discussions and negotiations regarding its proposal made on April 15, 2013. Prior to furnishing non-public information to DISH, Sprint will enter into a confidentiality agreement with DISH containing customary limitations on the use and disclosure of all non-public written and oral information furnished to DISH by or on behalf of Sprint.
Pursuant to the existing merger agreement with SoftBank, subject to certain requirements, the Sprint Board of Directors has the right to terminate the existing merger agreement in order to accept a Superior Offer (as defined in the merger agreement). The Sprint Board of Directors has not determined that the DISH proposal in fact constitutes a Superior Offer under the existing merger agreement, and there can be no assurance that the DISH proposal will ultimately lead to a Superior Offer. The Sprint Board of Directors has not changed its recommendation with respect to, and continues to support, the company’s pending transaction with SoftBank.
The Sprint Board of Directors will, consistent with its fiduciary duties and in consultation with its financial and legal advisors, continue to evaluate the DISH proposal and discuss the proposal with DISH and SoftBank, as appropriate. Subject to applicable laws and regulations, Sprint’s Board of Directors undertakes no obligation to provide updates or make further statements regarding the DISH proposal, any revised proposals that may be received from either DISH or SoftBank, or the status of discussions with either of them, unless and until definitive agreements are reached or discussions are terminated.
