June 4, 2013 / 6:36 PM / in 5 years

Glass Lewis advises no vote on Sprint-SoftBank deal

NEW YORK (Reuters) - Sprint Nextel Corp (S.N) shareholders should not vote on SoftBank Corp’s (9984.T) takeover bid on June 12 while Dish Network’s (DISH.O) rival $25.5 billion offer was still being reviewed, proxy advisory firm Glass Lewis said on Tuesday.

Dish’s proposal “appears to be a bona fide offer from an interested and capable third-party” and is potentially superior to SoftBank’s $20.1 billion bid to buy 70 percent of Sprint, the firm said.

It would be premature to vote on the Japanese company’s bid at a special meeting on June 12 while the No. 3 U.S. wireless provider’s board was still evaluating the Dish proposal, it said.

The recommendation contradicted that of bigger advisory firm Institutional Shareholders Services last week. ISS told investors to support SoftBank’s proposal, even as it noted that it had not analyzed Dish’s billion rival bid.

Sprint declined to comment on the Glass Lewis advisory.


The fate of the battle over Sprint may be tied to another takeover fight.

Dish is also challenging Sprint in a takeover battle for smaller wireless service provider Clearwire Corp CLWR.O, which has valuable wireless airwaves both companies want. Clearwire is already majority owned by Sprint.

Dish Chairman Charlie Ergen on Tuesday defended his company’s $4.40 per share bid for Clearwire against Sprint’s claims on Monday that Clearwire could not accept Dish’s offer without breaking the law.

Dish Network Chairman Charlie Ergen attends the Google's annual developers conference in San Francisco, California May 20, 2010. REUTERS/Robert Galbraith

Ergen argued, however, that Clearwire could legally accept Dish’s offer without violating agreements with its existing shareholders and dismissed Sprint claims as “incorrect and misleading.”

For example, Ergen said his request that Clearwire allow Dish to pick three directors would involve a nomination process that was “carefully designed to comply with applicable law and the existing rights of Clearwire stockholders including Sprint.”

Ergen also said Dish’s offer would not require Sprint to forfeit any of its rights as Clearwire’s biggest shareholder.

    “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,” he said.

    Clearwire shareholders are due to vote on Sprint’s offer to buy out minority shareholders for $3.40 per share on June 13, but a special committee for Clearwire is also reviewing Dish’s offer in the meantime.

    Sprint declined to comment on Ergen’s letter.

    Clearwire did not respond directly to Dish’s statement, but said that its special committee continues to review the Dish offer and has not changed its recommendation in favor of the Sprint transaction.

    Some analysts have been debating whether the Sprint meeting should come before or after the Clearwire vote. But Sprint spokesman Doug Duvall said on Tuesday that his company was still moving ahead with the scheduled June 12 vote for SoftBank’s bid.

    Bloomberg, citing unnamed sources familiar with that matter, reported earlier in the day that Sprint’s board may consider delaying the shareholder vote on the SoftBank deal as it was waiting for a binding offer from Dish.

    Dish said it was continuing to review Sprint’s books. Sprint had allowed Dish a closer look at its books in case it results in a superior offer. In the meantime, Sprint continues to recommend the SoftBank offer.

    Clearwire shares closed down 11 cents, or 2.5 percent, at $4.31 on Nasdaq before Dish issued its statement.

    Reporting by Sinead Carew and Ben Berkowitz; Editing by Maureen Bavdek and Richard Chang

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