Hey Dish Network, Can You Hear Sprint (and SoftBank) Now?

Andrew Klips  |

Late Monday evening, a special committee and the board of directors at Sprint Nextel Corp. (S) unanimously approved an amended merger agreement between Japan’s SoftBank and Sprint that could eliminate Dish Network Corp. (DISH) from the bidding war for Sprint, the third-largest wireless provider in the United States.  While approving the new offer, Sprint’s board recommended that shareholders take the deal with SoftBank and said they’re done talking to Dish.

In a move to fend off Dish’s competing offer, SoftBank upped its cash consideration for Sprint shareholders from a previous $4.02 per share to $5.50 per share, sending an additional $4.5 billion in cash to shareholders for a total of $16.64 billion.  The additional cash will come by reallocating $3 billion of the previously proposed $4.9 billion primary investment in the “new Sprint” and $1.5 billion of incremental capital from SoftBank.

The price per share, including capital commitments by SoftBank, for the acquisition per the amendment is increased to $7.65 per share from the prior $7.30 per share offered.  That’s a 52 percent premium from when the proposal was first announced last October.

If approved, current Sprint Nextel shareholders will own 22 percent of the merger company and SoftBank will own the remaining 78 percent.

As far as Dish, Sprint’s special committee and board determined that their proposal is “not reasonably likely to lead to a ‘superior offer,’” according to Monday’s statement.  Due to the lack of progress by Dish to bring an “actionable offer” to the table, Sprint said it has ended discussions with the satellite television provider and wants Dish to destroy all confidential information about the company.  Sprint is giving Dish one last opportunity, putting a deadline of June 18 for a “best and final” offer.

"The amended agreement announced today delivers more upfront cash to Sprint stockholders, while still achieving our goal of creating a well-capitalized Sprint that is better positioned to bring meaningful competition to the US market," said Masayoshi Son, chairman and chief executive at SoftBank.

"The amended agreement allows Sprint shareholders to receive substantial cash and to begin to participate in SoftBank upside on an expedited and low-risk basis,” added Larry Glasscock, chairman of the Special Committee of the Sprint Board of Directors.  Glasscock said that they have spent “substantial time and energy” negotiating with Dish.

Dish responded with a simple statement Monday night, saying, "We continue to believe that Sprint has tremendous value. We will analyze the revised SoftBank bid as we consider our strategic options."

The special committee will reconvene on June 25, giving shareholders time to evaluate proxy materials being distributed to them and filed with the SEC.

Shares of Sprint are trading ahead by 2 percent at $7.33 in early Tuesday action.  Shares of DISH are essentially flat at $39.

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