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Dish snagging Clearwire?


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31 replies to this topic

#1 OFFLINE   RasputinAXP

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Posted 10 August 2012 - 06:52 AM

http://www.engadget....purchase-rumor/

Picking up 400MM in Clear wire debt is an interesting move.

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#2 OFFLINE   tsmacro

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Posted 08 January 2013 - 05:16 PM

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.


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#3 OFFLINE   James Long

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Posted 08 January 2013 - 05:26 PM

Clearwire's Press Release
http://corporate.cle...eleaseID=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 OFFLINE   Stewart Vernon

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Posted 08 January 2013 - 05:29 PM

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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.

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#5 OFFLINE   tsmacro

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Posted 08 January 2013 - 06:31 PM

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...-from-dish.html


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#6 OFFLINE   FarmerBob

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Posted 09 January 2013 - 02:13 AM

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 OFFLINE   James Long

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Posted 09 January 2013 - 05:47 AM

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 OFFLINE   djlong

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Posted 09 January 2013 - 05:48 AM

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 OFFLINE   bobukcat

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Posted 09 January 2013 - 08:12 AM

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.


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 OFFLINE   fudpucker

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Posted 09 January 2013 - 09:10 AM

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 OFFLINE   Paul Secic

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Posted 09 January 2013 - 11:24 AM

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.


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#12 OFFLINE   jsk

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Posted 09 January 2013 - 10:58 PM

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.
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#13 OFFLINE   FarmerBob

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Posted 10 January 2013 - 12:50 AM

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.

+1 That's my observations and thoughts too.

#14 OFFLINE   James Long

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Posted 29 May 2013 - 06:32 PM

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.


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#15 OFFLINE   Stewart Vernon

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Posted 29 May 2013 - 09:16 PM

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


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#16 OFFLINE   RasputinAXP

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Posted 30 May 2013 - 08:14 AM

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


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#17 OFFLINE   tsmacro

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Posted 30 May 2013 - 09:15 AM

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

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.




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#18 OFFLINE   Stewart Vernon

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Posted 30 May 2013 - 01:26 PM

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

 

 

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.

 

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.


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#19 OFFLINE   James Long

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Posted 30 May 2013 - 09:28 PM

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.

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.
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#20 OFFLINE   James Long

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Posted 30 May 2013 - 09:59 PM

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.echo...eleaseID=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.echo...eleaseID=768253


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#21 OFFLINE   freerein100

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Posted 31 May 2013 - 05:30 PM

Sprint is the majority shareholder of Clearwire with 51% of shares plus the cable companies that own clearwire shares have pledged to sell to Sprint. Dish is just trying to make Clearwire an expensive purchase for Sprint/Softbank



#22 ONLINE   dpeters11

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Posted 03 June 2013 - 08:54 AM

Sprint is claiming that Dish's offer violates Delaware state law.

 

http://news.cnet.com...ates-state-law/



#23 OFFLINE   Athlon646464

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Posted 04 June 2013 - 05:45 AM

Sprint tells Clearwire that Dish's buyout offer is illegal

 

In case it wasn't already obvious that Sprint sees Dish's attempt to buy Clearwire as rather rude, the carrier made its irritation perfectly clear today. Sprint just sent a letter to Clearwire's board of directors that claims the latest Dish buyout proposal violates Delaware laws relating to board control. Moreover, some of the proposal's terms would reportedly need Sprint's permission -- which, as you'd imagine, isn't exactly forthcoming. We've reached out to Dish for a response, although we're not expecting the satellite giant to simply accept Sprint's interpretation at face value. If Sprint is right, however, the objection could at least force Dish back to the drawing board.

 

Full Story Here

sprintdishwiresoftbank.jpg

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#24 OFFLINE   tsmacro

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Posted 04 June 2013 - 02:11 PM

DISH Refutes Sprint Claims Regarding DISH's Tender Offer for Clearwire Shares

 

 

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- DISH Network Corporation (NASDAQ: DISH) today refuted Sprint claims that DISH's tender offer for Clearwire Corporation shares runs afoul of Delaware law and the Clearwire Equityholders' Agreement.

In a letter addressed to Clearwire Chairman John Stanton, DISH Chairman Charlie Ergen said: "In light of recent public statements made by Sprint about the DISH proposal that we believe are incorrect and misleading to Clearwire stockholders in several material respects, it is important that we correct the record regarding the DISH proposal."

Ergen concluded the note stating: "We remain confident that the DISH proposal is both actionable and clearly superior to the proposed Sprint merger. More importantly, it also provides a meaningful alternative to the significant group of your minority stockholders that remain opposed to the Sprint merger while providing a clear path for Clearwire to become a self-sustaining company."




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#25 OFFLINE   tsmacro

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Posted 04 June 2013 - 02:12 PM

The full text of DISH's letter to Clearwire's board follows:

June 4, 2013

Clearwire Corporation
1475 120th Avenue Northeast
Bellevue, Washington 98005
Attn: John Stanton, Chairman

Gentlemen:

We thank you for your consideration of the proposal reflected in the tender offer materials recently filed by DISH Network Corporation ("DISH") in respect of Clearwire Corporation ("Clearwire"). We are confident that the DISH proposal is superior to the transaction contemplated by your recently amended merger agreement with Sprint Nextel Corporation ("Sprint"). In light of recent public statements made by Sprint about the DISH proposal that we believe are incorrect and misleading to Clearwire stockholders in several material respects, it is important that we correct the record regarding the DISH proposal. To that end, the following addresses Sprint's statements point-by-point. We urge Clearwire's Board and Special Committee to correct the record and ensure that Clearwire's minority stockholders can accurately assess DISH's proposal.

· The Board Nomination Process Contemplated by the DISH Proposal is Permissible Under the Equityholders' Agreement and Delaware law

The nomination process contemplated by DISH was carefully designed to comply with applicable law and the existing rights of Clearwire stockholders including Sprint. The nominees to be selected by DISH for appointment would be independent directors (as defined by the NASDAQ listing rules), and the provisions by which they would be nominated would comport with the Equityholders' Agreement and applicable law. Sprint's expressed concerns that the agreement to nominate certain directors "in perpetuity" violates Delaware law is without basis as evidenced by Sprint's own agreements with Clearwire. Sprint itself has the authority to nominate directors under the existing Equityholders' Agreement for a duration that is not time-bound, and it is impossible to meaningfully distinguish why the duration of those nominations would be permissible but the duration of the nominations contemplated by DISH would violate applicable law.

· Entering into Limited Negative Covenants Without Stockholder Approval Would Not Violate Delaware law

Sprint's position that Clearwire would violate Delaware law by agreeing to a limited set of negative covenants without stockholder approval is without basis as is its contention that a board of directors can never limit the powers of a future board. These arguments fly in the face of the negative covenants that corporations, including Clearwire and Sprint, regularly provide in a wide variety of agreements that are not subject to stockholder approval. For example, Clearwire is party to numerous restrictions, including in connection with its borrowing arrangements with Sprint, pursuant to which the Clearwire board of directors has restricted "future flexibility". Many of these even cover the same subjects as the rights sought by DISH under the Investor Rights Agreement, such as limitations on Clearwire's flexibility to declare bankruptcy or to effect business combination transactions. In fact, the Equityholders' Agreement itself purports to provide minority stockholders that could hold as little as a 5% interest in Clearwire with many of the same rights that Sprint argues cannot be given under Delaware law — including consent rights over amendments to organizational documents, consent rights over business combination transactions and consent rights to bankruptcy or liquidation filings.

· Sprint Does Not Forfeit Existing Rights Under the DISH Proposal

The DISH proposal does not require Sprint to forfeit any of its existing rights. Assuming Sprint does not tender its shares into the DISH Offer as it has indicated is its intention, it will remain the majority stockholder with robust rights under the Equityholders' Agreement. Nevertheless, Sprint does not and will not have the power to trample the rights of Clearwire's special committee and its minority stockholders to pursue a superior transaction.

· Clearwire May Grant Preemptive Rights by Contract

Contrary to Sprint's assertions, Delaware law and the Clearwire's Certificate of Incorporation do not prohibit Clearwire from granting DISH pre-emptive rights by contract. Delaware law and the Certificate of Incorporation provisions in question relate only to automatic pre-emptive rights under statute which DISH has not asked to receive. Your counsel, who participated in the drafting of the Certificate of Incorporation, have stated to ours that they do not interpret the Certificate of Incorporation as restricting Clearwire's ability to grant pre-emptive rights contractually.

· The DISH Financing Proposal Does Not Require Sprint's Consent

Sprint's claim that its consent is required (but would not be forthcoming) in order for Clearwire to enter into a financing arrangement on substantially superior terms to the financing arrangement provided by Sprint to Clearwire is simply untrue. Sprint's right to consent to financing transactions is limited to a material capital restructuring or reorganization of Clearwire outside of the ordinary course of business. The $800 million maximum amount of financing under the DISH proposal represents less than 20% of the amount of long term debt disclosed by Clearwire in its most recent 10-K. This is even before taking into account any reduction in that financing to account for the quantum of any of the higher priced, more dilutive financing provided by Sprint since March 2013.

· The DISH Tender Offer Does Not Require Consent of 75% of the Clearwire Stockholders and the Consent of Comcast Corporation

While the Equityholders' Agreement includes approval requirements in connection with certain business combination transactions, those approval requirements do not apply to cash tender offers made from a third party directly to stockholders, which are fundamentally different in nature from the specified transactions which require board approvals in connection with mergers, share issuances or similar transactions. Cash tender offers made to stockholders are notably not specified in the list of transactions which can require consent if they constitute a "change in control". It defies logic that Sprint could credibly assert that it is illegal for Clearwire to agree to customary minority protection rights in favor of a significant stockholder such as DISH will be (by definition holding in excess of 25% of the Clearwire shares) while claiming that a 6% stockholder such as Comcast is entitled to block minority stockholders from accepting DISH's superior offer.

We remain confident that the DISH proposal is both actionable and clearly superior to the proposed Sprint merger. More importantly, it also provides a meaningful alternative to the significant group of your minority stockholders that remain opposed to the Sprint merger while providing a clear path for Clearwire to become a self-sustaining company. We trust that your board of directors and special committee will act to correct the record promptly.

We look forward to hearing from you.

Sincerely,

DISH NETWORK CORPORATION

Charlie Ergen
Chairman




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