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Dish snagging Clearwire?

Discussion in 'General DISH™ Discussion' started by RasputinAXP, Aug 10, 2012.

  1. RasputinAXP

    RasputinAXP Kwisatz Haderach of Cordcuttery

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  2. Jan 8, 2013 #2 of 32
    tsmacro

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    LAS VEGAS--(BUSINESS WIRE)-- DISH Network Corporation (NASDAQ: DISH) confirmed today that it has formally approached Clearwire Corporation with respect to a potential strategic transaction on terms as generally outlined in the Clearwire release, including an offer to purchase all of the Clearwire common shares at $3.30.

    "We look forward to working with Clearwire's Special Committee as it evaluates our proposal," said Tom Cullen, DISH executive vice president of Corporate Development.

    DISH does not intend to comment further at this time.
     
  3. Jan 8, 2013 #3 of 32
    James Long

    James Long Ready for Uplink! Staff Member Super Moderator DBSTalk Club

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    Clearwire's Press Release
    http://corporate.clearwire.com/releasedetail.cfm?ReleaseID=732316

    A portion:
    Clearwire Corporation Provides Transaction Update

    BELLEVUE, Wash., Jan. 8, 2013 (GLOBE NEWSWIRE) -- Clearwire (Nasdaq:CLWR) today announced that it has received an unsolicited, non-binding proposal (the "DISH Proposal") from DISH Network Corporation ("DISH"). The DISH Proposal, as further summarized below, provides for DISH to purchase certain spectrum assets from Clearwire, enter into a commercial agreement with Clearwire, acquire up to all of Clearwire's common stock for $3.30 per share (subject to minimum ownership of at least 25% and granting of certain governance rights) and provide Clearwire with financing on specified terms.

    The DISH Proposal is only a preliminary indication of interest and is subject to numerous, material uncertainties and conditions, including the negotiation of multiple contractual arrangements being requested by DISH (some of which, as currently proposed, may not be permitted under the terms of Clearwire's current legal and contractual obligations). It is also subject to regulatory approval.

    As previously announced on December 17, 2012, Clearwire has entered into a definitive agreement with Sprint Nextel Corporation ("Sprint") for Sprint to acquire the approximately 50 percent stake in Clearwire it does not already own for $2.97 per share (the "Sprint Agreement"). Clearwire's ability to enter into strategic transactions is significantly limited by its current contractual arrangements, including the Sprint Agreement and its existing Equityholders' Agreement.

    The Special Committee of the Clearwire Board of Directors (the "Special Committee") has determined that its fiduciary duties require it to engage with DISH to discuss, negotiate and/or provide information in connection with the DISH Proposal. The Special Committee has not made any determination to change its recommendation of the current Sprint transaction. Consistent with its obligations under the Sprint Agreement, Clearwire has provided Sprint with notice, and the material terms, of the DISH Proposal, and received a response from Sprint that is described below.

    DISH had, prior to the announcement of the Sprint Agreement, provided Clearwire with a preliminary indication of interest solely with respect to acquiring certain of Clearwire's spectrum assets, on substantially the same pricing per MHz-POP as the spectrum purchase included in the DISH Proposal described below, and entering into a commercial agreement. Although Clearwire worked with DISH prior to the execution of the Sprint Agreement to improve the overall terms of that proposal, the Special Committee of the Clearwire Board determined that the Sprint transaction was, for a number of reasons, a more-attractive alternative for Clearwire's non-Sprint Class A stockholders than a transaction with DISH at that time and on the terms then-proposed by DISH.
     
  4. Jan 8, 2013 #4 of 32
    Stewart Vernon

    Stewart Vernon Doctor Whom Staff Member Super Moderator DBSTalk Club

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    [​IMG]

    DISH Statement Regarding Clearwire

    LAS VEGAS--(BUSINESS WIRE)-- DISH Network Corporation (NASDAQ: DISH) confirmed today that it has formally approached Clearwire Corporation with respect to a potential strategic transaction on terms as generally outlined in the Clearwire release, including an offer to purchase all of the Clearwire common shares at $3.30.

    "We look forward to working with Clearwire's Special Committee as it evaluates our proposal," said Tom Cullen, DISH executive vice president of Corporate Development.

    DISH does not intend to comment further at this time.

    About DISH
    DISH Network Corporation (NASDAQ: DISH), through its subsidiary DISH Network L.L.C., provides approximately 14.042 million satellite TV customers, as of Sept. 30, 2012, with the highest quality programming and technology with the most choices at the best value, including HD Free for Life. Subscribers enjoy the largest high definition line-up with more than 200 national HD channels, the most international channels, and award-winning HD and DVR technology. DISH Network Corporation's subsidiary, Blockbuster L.L.C., delivers family entertainment to millions of customers around the world. DISH Network Corporation is a Fortune 200 company. Visit www.dish.com.
     
  5. Jan 8, 2013 #5 of 32
    tsmacro

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    Clearwire Corp. (CLWR), the wireless-network operator that agreed to be bought out by Sprint Nextel Corp. (S) last month for $2.97 a share, received an unsolicited offer from Dish Network Corp. (DISH) at a price that’s 11 percent higher.

    Dish bid $3.30 a share for outstanding stock in the company, which is majority-owned by Sprint, Clearwire said today in a statement. Clearwire's board plans to discuss the proposal with Dish, though it has made no decision to reconsider Sprint's offer. The bid would value the full company at about $5 billion.

    For the rest of the article: http://www.bloomberg.com/news/2013-01-08/clearwire-gets-unsolicited-bid-from-dish.html
     
  6. Jan 9, 2013 #6 of 32
    FarmerBob

    FarmerBob Godfather

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    You have to be kidding me!!!!

    If he were to have grabbed TiVo, especially a couple of years ago, 195% of our DVR issues could be resolved. Clearwire! Every Cell/Tellco has been looking to grab them for years. What DISH is now more interested in Cell Service than DSB?!!!! No need to upgrade now, they'll be out of the DSB biz soon.
     
  7. Jan 9, 2013 #7 of 32
    James Long

    James Long Ready for Uplink! Staff Member Super Moderator DBSTalk Club

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    DISH is looking at delivery systems. This particular grab is interesting ... as reported, DISH was seeking a deal with Clearwire before the Sprint purchase was announced. Now they want to outbid Sprint for a piece of the company. But the proposed deal is more than "give us your spectrum" ... it is a partnership that will help build out other DISH spectrum.
     
  8. Jan 9, 2013 #8 of 32
    djlong

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    Hyperbole much?

    "Out of the DBS business"??? ...and those billions (with a 'b') in satellites in orbit and many millions of customers will just 'go away'?

    No, I see this as DISH trying to have a broader portfolio of products to offer - land AND space-based. More internet connectivity. More bundling - that sort of thing. That should lead to less churn.
     
  9. Jan 9, 2013 #9 of 32
    bobukcat

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    I agree, and if the rumors are true that they are working with Google to develop a data only (possibly with VOIP for telephony) LTE wireless network I could see a very compelling offering. I don't really care about getting TV content on my phone, but on a tablet or PC it could be a real differentiator and, as you said offer a bundle of service that would tie people more to their ecosystem.
     
  10. fudpucker

    fudpucker Godfather

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    My only concern: everybody ought to do what they do best. I've seen (and been part of) companies that were very good, and successful, at their core business who decide to branch out into areas that are not their core strength, and they then dilute their resources, focus, etc. It is a business school standard lesson - while some succeed, many more struggle, then pour more resources into this new area in an effort to make it work, and it just becomes a drain.
     
  11. Paul Secic

    Paul Secic Hall Of Fame

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    I agree!
     
  12. jsk

    jsk Icon

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    Dish beleives that cable & satellite will be obsolete at some point so they want to branch out to be prepared to offer services that are more future proof.
     
  13. FarmerBob

    FarmerBob Godfather

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    +1 That's my observations and thoughts too.
     
  14. James Long

    James Long Ready for Uplink! Staff Member Super Moderator DBSTalk Club

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    DISH Network Announces Tender Offer in Letter to Clearwire Board of Directors
    • Offer represents a 29% premium over the nominal purchase price of $3.40 per share in the Sprint proposal
    • DISH remains committed to a commercialization of Clearwire's significant portfolio of wireless spectrum assets which will enable the combined company to provide a superior product and service offering to its customers
    ENGLEWOOD, Colo.--(BUSINESS WIRE)-- DISH Network Corporation (NASDAQ: DISH) today sent a letter to Clearwire Corporation (NASDAQ: CLWR) with an offer to acquire Clearwire for $4.40 per share in cash.

    DISH is making this offer public in light of the limited time remaining prior to the Clearwire stockholders' meeting to be held on Friday, May 31. DISH intends to commence a tender offer for the outstanding Clearwire shares prior to that meeting.

    "The Clearwire spectrum portfolio has always been a key component to implementing our wireless plans of delivering a superior product and service offering to customers," said Charlie Ergen, chairman and co-founder of DISH.

    --
    Read the full press release including the letter here.
     
  15. Stewart Vernon

    Stewart Vernon Doctor Whom Staff Member Super Moderator DBSTalk Club

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    I wonder... if Dish were to be able to buy Clearwire... would they stop trying to buy Sprint?
     
  16. RasputinAXP

    RasputinAXP Kwisatz Haderach of Cordcuttery

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    I'd assume not. They want the infrastructure. Clearwire gets them part of the way, Sprint would get them all of the way.
     
  17. tsmacro

    tsmacro Hall Of Fame

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    Of course the other company trying to buy Clearwire is Sprint, so if Sprint buys Clearwire and Dish buys Sprint, they get both. Of course if Sprint buys Clearwire and Softbank buys Sprint they get neither.
     
  18. Stewart Vernon

    Stewart Vernon Doctor Whom Staff Member Super Moderator DBSTalk Club

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    Exactly... that's why this is a little confusing. There's no reason for Dish to bid up the price for Clearwire against Sprint IF they end up buying Sprint and getting both at the same time. The only reason to bid up Clearwire is IF Dish thinks they are not going to be able to buy Sprint.
     
  19. James Long

    James Long Ready for Uplink! Staff Member Super Moderator DBSTalk Club

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    DISH getting Clearwire weakens Sprint and makes it easier to buy. Yes, it would be nice to get it all in one deal ... but some times one has to take some now and some later to get it all.
     
  20. James Long

    James Long Ready for Uplink! Staff Member Super Moderator DBSTalk Club

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    DISH Statement on Clearwire Stockholder Vote Postponement

    ENGLEWOOD, Colo.--(BUSINESS WIRE)-- DISH Network Corporation (NASDAQ: DISH) issued the following statement on news that the Clearwire Corporation Board of Directors has postponed its May 31 stockholder vote.

    The following statement can be attributed to Tom Cullen, DISH executive vice president of Corporate Development:

    "We are pleased that the Clearwire Board of Directors has decided to delay the stockholder vote to thoughtfully consider the merits of our proposal. We are confident that our offer is superior to the proposed Sprint merger as it offers substantially greater value to Clearwire and its minority stockholders and a clearer path to value realization for all parties. Importantly, it also provides a meaningful alternative to the significant group of Clearwire minority stockholders that remains opposed to the Sprint merger. Our offer is not subject to any financing contingency."

    http://investor.echostar.com/releasedetail.cfm?ReleaseID=768289



    DISH Network Announces Commencement of Tender Offer to Purchase All Clearwire Corporation Class A Common Stock

    ENGLEWOOD, Colo.--(BUSINESS WIRE)-- DISH Network Corporation (NASDAQ: DISH) announced today that DISH Acquisition Holding Corporation, a Delaware corporation and a wholly owned subsidiary of DISH, has commenced a tender offer to purchase all outstanding shares of Class A Common Stock of Clearwire Corporation (NASDAQ: CLWR), including any shares of Class A Common Stock issued in respect of outstanding shares of Class B Common Stock, for $4.40 per share.

    The tender offer is scheduled to expire at 12:00 midnight, New York City time, at the end of June 28, 2013, unless extended or terminated in accordance with the terms and conditions of the offer.

    Today, DISH is filing with the Securities and Exchange Commission (the "SEC") a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the offer.

    Copies of the offer to purchase, letter of transmittal and other related material are available free of charge from Innisfree M&A Incorporated, the information agent for the tender offer, toll-free at (877) 456-3427.

    http://investor.echostar.com/releasedetail.cfm?ReleaseID=768253
     

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