Dish snagging Clearwire?

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.

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.

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.

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Read the full press release including the letter here.

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