Last week, what Clearwire (UNKNOWN:CLWR.DL) thought was Sprint Nextel's (NYSE:S) best and final offer of $2.97 a share has been raised to Sprint's explicitly stated best and final offer of $3.40 a share. That's it, folks ... take it or leave it.
Leave it, says Crest Financial. Crest is Clearwire's largest non-Sprint shareholder with over 8% of Clearwire's shares. Crest said that the other minority shareholders should walk away from Sprint's increased offer because it "still significantly undervalues Clearwire."
But will DISH Network's (NASDAQ:DISH) counteroffer for Clearwire of $4.40 a share, a 29% premium over Sprint's "best and final offer," be enough to satisfy Crest and the other minority shareholders?
The answer is a definite "maybe, maybe not" from Crest.
In a letter to Clearwire's chairman, "Crest Financial Limited urges the Clearwire Board of Directors to consider genuinely DISH Network Corporation's tender offer for all outstanding shares of Clearwire Corporation for $4.40 per share. The Board has an obligation to consider DISH's offer and, in light of the offer, to recommend that stockholders vote against Sprint Nextel Corporation's offer."
But what Crest really wants is for Clearwire to be unencumbered by majority owner Sprint so that Clearwire can stand on its own, and let its shareholders reap the true value of Clearwire's large spectrum holdings.
"Once released from the ill-advised merger agreement with Sprint," Crest writes, "you will be able to begin an open and competitive bidding process for the Company that will include DISH as well as any other competing bids ... [T]he battle for Clearwire and its valuable spectrum assets is just beginning."
The postponed-once-before special meeting at which Clearwire shareholders were to vote on Sprint's $3.40 a share offer has been rescheduled for Friday, May 31, 2013.
But DISH's $4.40 a share bid has Clearwire once again postponing the vote to give it time to review this new offer.
This bid from DISH looks like it has more of a chance with the Clearwire board than the one it tendered last January. That offer was for $3.30 a share, but had too many contingencies for Clearwire to give it serious consideration.
DISH's new bid, however, has fired up their interest. "The Special Committee [to review the DISH offer] noted that while the most recent DISH proposal raises issues that need to be discussed with DISH, the proposal appears to be more actionable than DISH's previous proposal," the company announced on Thursday, May 30.
The new date for the special shareholders' meeting is set for June 13, a date that is significant for minority stockholders because it comes the day after Sprint shareholders are scheduled to vote on SoftBank's proposed merger deal.
Crest has been calling for the Clearwire vote to come after the Sprint-SoftBank vote because, if the merger is turned down, it could mean that SoftBank might then enter a bidding war for Clearwire.
Crest wrote in its proxy statement, filed with the SEC, that "both DISH and SoftBank suggested in public statements that ownership of Clearwire is among the primary reasons for their desire to acquire control of Sprint."
DISH is competing with SoftBank for Sprint.
"Of course, although superior to Sprint's current offer, DISH's offer may turn out still to be inadequate for Clearwire's stockholders," Crest wrote in its letter to Clearwire. "As we have said repeatedly, the battle for Clearwire is just beginning."
Remember, less than a year ago, Clearwire had been selling for under $1.00 a share. The market price today is up over 450%
Will Sprint raise its bid once more, or will DISH win out? This story is not over yet.
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