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Are Shareholders Losing the Battle for Clearwire?

By Michael Lewis - Apr 10, 2013 at 9:00PM

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Mounting evidence suggests that the takeover bid from Sprint is not in the best interest of minority investors.

While the majority of news regarding the M&A world revolves around the Dell takeover, one long, drawn-out battle continues for wireless company Clearwire (NASDAQ: CLWR). Telecom giant Sprint Nextel (S) is the majority shareholder of the beleaguered, spectrum-rich company, and the leading prospect for the acquisition. But with competing (and more appealing) offers from other suitors and a minority shareholder suit on the rise, it looks like this battle isn't anywhere near over. What should investors expect for the future of Clearwire?

Clearwire is in constant need of cash, and Sprint has been its sugar daddy. While absolutely necessary and responsible for keeping the company afloat (not to mention shareholders), the Sprint relationship has left a sour taste in some investors' mouths.

The telecom giant has a standing offer of $2.97 per share for the 52% of the company it doesn't already own. That comes in at a sharp discount to today's market price of $3.26 -- a number partially fueled by speculation that Clearwire is worth more than Sprint's offer, and also from a $3.30-per-share bid from satellite-television juggernaut DISH Network (DISH -0.58%). One caveat to the Sprint deal, which must be very appealing to the Clearwire board, is immediate access to $800 million in financing -- money that would go straight to the company's 4G LTE buildout. The new network would give the company some much-needed cash flow, but it would come at the cost of an unappealing acquisition price.

Luckily for retail investors, the leading minority shareholder has taken action to provide a viable alternative.

Crest the savior
Clearwire's largest minority shareholder, Crest Financial, has offered the board $240 million in short-term financing to give the company its desired cash infusion while allowing it time to shop for a better deal than Sprint's. Crest also opened a lawsuit against Clearwire, alleging that it left "minority stockholders with the unfair choice of acquiescing to Sprint's inadequate merger offer or suffering significant dilution at the hands of Sprint."

Even if Clearwire dismisses Crest's offer, it will accomplish part of the intended goal by delaying Sprint's takeover and giving other suitors, mainly DISH Network, an opportunity to sweeten the deal and push Sprint to the side.

Investors need to keep a close eye on the situation, as there is mounting evidence that the Sprint deal truly isn't in the best interest of shareholders.

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