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Dish snagging Clearwire?


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31 replies to this topic

#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



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#22 OFFLINE   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

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Original install on April 20, 2008 - HR34 & C31 installed on August 24, 2013 - HR24 installed on July 23, 2010

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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."




"The major difference between a thing that might go wrong and a thing that cannot possibly go wrong is that when a thing that cannot possibly go wrong goes wrong it usually turns out to be impossible to get at or repair." - Douglas Adams

"Who would rule a nation when he could have easier work, such as carrying water uphill in a sieve?" - Robert Jordan


#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




"The major difference between a thing that might go wrong and a thing that cannot possibly go wrong is that when a thing that cannot possibly go wrong goes wrong it usually turns out to be impossible to get at or repair." - Douglas Adams

"Who would rule a nation when he could have easier work, such as carrying water uphill in a sieve?" - Robert Jordan


#26 OFFLINE   tsmacro

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Posted 12 June 2013 - 03:27 PM

The following snippet was taken from All Things Digital, For the full article you do have to go to Wall Street Journal online

 

Clearwire Committee to Back Dish’s Offer, Delay Sprint Vote

 

Sharon Terlep and Thomas Gryta, Reporters, The Wall Street Journal

 

A special committee of Clearwire Corp.’s board is planning to push back a Thursday shareholder vote and recommend the full board endorse a tender offer from Dish Network Corp., according to a person familiar with the situation, a move that would shun an earlier takeover agreement with majority owner Sprint Nextel Corp.

Despite the expected endorsement, the struggle for control of the mobile broadband provider is likely to continue amid a clash between Sprint and Dish over whether Clearwire can grant certain governance rights to Dish as part of its tender offer. Given Sprint’s stake, Dish is seeking to become a major minority shareholder in Clearwire.




"The major difference between a thing that might go wrong and a thing that cannot possibly go wrong is that when a thing that cannot possibly go wrong goes wrong it usually turns out to be impossible to get at or repair." - Douglas Adams

"Who would rule a nation when he could have easier work, such as carrying water uphill in a sieve?" - Robert Jordan


#27 OFFLINE   tsmacro

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Posted 12 June 2013 - 03:28 PM

Dish announcement:

 

DISH Announces Extension of the Tender Offer to Acquire Clearwire

 

 

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- DISH Network Corporation (NASDAQ: DISH) today announced that DISH Acquisition Holding Corporation ("Purchaser") has extended the expiration of the previously announced tender offer to acquire all of the outstanding shares of Class A Common Stock of Clearwire Corporation for $4.40 per share, net to the seller in cash, without interest, less any applicable withholding taxes, until 12:00 midnight (New York City time) at the end of the day on Tuesday, July 2, 2013, unless further extended or earlier terminated. The tender offer was previously scheduled to expire at 12:00 midnight (New York City time) at the end of the day on Friday, June 28, 2013. Certain other modifications to the previously announced tender offer were also announced today on an amendment to the Schedule TO filed with the SEC and available at www.sec.gov.

Colbent Corporation, the depository for the tender offer, has advised that, as of the close of business on Tuesday, June 11, 2013, approximately 245,411 shares of common stock of Clearwire were validly tendered and not validly withdrawn from the tender offer.

About DISH

DISH Network Corporation (NASDAQ: DISH), through its subsidiary DISH Network L.L.C., provides approximately 14.092 million satellite TV customers, as of March 31, 2013, 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.




"The major difference between a thing that might go wrong and a thing that cannot possibly go wrong is that when a thing that cannot possibly go wrong goes wrong it usually turns out to be impossible to get at or repair." - Douglas Adams

"Who would rule a nation when he could have easier work, such as carrying water uphill in a sieve?" - Robert Jordan


#28 OFFLINE   tsmacro

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Posted 18 June 2013 - 10:49 AM

Gee they're going to court who could've seen that coming? :rolleyes:

 

Sprint sues to stop Dish Clearwire buyout

 

OVERLAND PARK, Kan. (AP) - Sprint is suing to stop Dish Network's buyout of wireless data network operator Clearwire. The nation's third-largest cellphone carrier said the proposed deal violates the rights of Sprint and other Clearwire shareholders.

 

See the rest here: http://money.msn.com...618&id=16606840




"The major difference between a thing that might go wrong and a thing that cannot possibly go wrong is that when a thing that cannot possibly go wrong goes wrong it usually turns out to be impossible to get at or repair." - Douglas Adams

"Who would rule a nation when he could have easier work, such as carrying water uphill in a sieve?" - Robert Jordan


#29 OFFLINE   tsmacro

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Posted 18 June 2013 - 10:51 AM

DISH Statement on Sprint Complaint

 

 

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- DISH Network Corporation (NASDAQ: DISH) today issued the following statement in response to Sprint Nextel Corporation's June 17 allegations against DISH and Clearwire Corporation:

"Sprint's lawsuit is a transparent attempt to divert attention from its failure to deal fairly with Clearwire's shareholders, as well as to exploit its majority position to block Clearwire's shareholders from receiving a fair price for their shares. DISH is confident that its superior offer, which has been unanimously recommended by the Clearwire Board, including the majority appointed by Sprint, will be upheld and Clearwire shareholders will be free to realize the 29 percent premium represented by the DISH offer."

About DISH

DISH Network Corporation (NASDAQ: DISH), through its subsidiary DISH Network L.L.C., provides approximately 14.092 million satellite TV customers, as of March 31, 2013, 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.




"The major difference between a thing that might go wrong and a thing that cannot possibly go wrong is that when a thing that cannot possibly go wrong goes wrong it usually turns out to be impossible to get at or repair." - Douglas Adams

"Who would rule a nation when he could have easier work, such as carrying water uphill in a sieve?" - Robert Jordan


#30 OFFLINE   dpeters11

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Posted 26 June 2013 - 02:35 PM

Dish has withdrawn their offer for Clearwire

 

http://dish.client.s...eleaseID=774018



#31 OFFLINE   Stewart Vernon

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Posted 26 June 2013 - 09:21 PM

Aaaaaaaaaaaaaaaaaaannnnnnnnnnnd.....  they're outta there!

 

Really... weird upon weird...  now Dish has bailed on both bidding efforts.


-- I like to go fast (not really)


#32 OFFLINE   tsmacro

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Posted 27 June 2013 - 07:49 AM

Aaaaaaaaaaaaaaaaaaannnnnnnnnnnd.....  they're outta there!

 

Really... weird upon weird...  now Dish has bailed on both bidding efforts.

About the only thing Charlie accomplished is to cost Softbank and Sprint more money because they had to offer more to overcome Dish's offers. On to T-Mobile next?




"The major difference between a thing that might go wrong and a thing that cannot possibly go wrong is that when a thing that cannot possibly go wrong goes wrong it usually turns out to be impossible to get at or repair." - Douglas Adams

"Who would rule a nation when he could have easier work, such as carrying water uphill in a sieve?" - Robert Jordan





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