Sprint sues Dish, Clearwire to prevent $6B takeover bid

The wireless carrier's lawsuit claims the deal violates shareholder rights and Delaware laws.

Sprint Nextel has filed a lawsuit against Dish Network and Clearwire seeking to prevent Dish's takeover of the wireless broadband provider.

The No. 3 wireless carrier filed a lawsuit Monday against the two companies in Delaware Court of Chancery, alleging that Dish's tender offer violates the rights of Sprint and Clearwire's shareholders and the laws of the state of Delaware. The lawsuit seeks to prevent Clearwire from accepting Dish's tender offer, as well as other injunctive and compensatory relief.

"Dish has repeatedly attempted to fool Clearwire's shareholders into believing its proposal was actionable in an effort to acquire Clearwire's spectrum and to obstruct Sprint's transaction with Clearwire," Sprint said in a statement announcing the lawsuit.

CNET has contacted Dish for comment and will update this report when we learn more. Clearwire declined to comment.

"As a matter of policy, Clearwire does not comment on pending litigation," a Cleawire spokesperson told CNET.

Sprint announced in December that the two companies had agreed to a deal for the wireless carrier to acquire the 50 percent of Clearwire it does not currently own for $2.97 per share, or $2.2 billion. But Dish countered with a surprise unsolicited bid for Clearwire of $3.30 per share, or $5.15 billion.

Sprint revised its proposal last month to $3.40 a share, edging Dish's offer by 10 cents a share, an offer Sprint called its "best and final." Two days before stockholders were scheduled to vote on Sprint's proposal, Dish came back with an offer that exceeded Sprint's by $1 a share , valuing the company at $6.3 billion.

Clearwire's board of directors recommended last week that its shareholders accept Dish's takeover offer and scheduled a special meeting of stockholders for June 24, where a vote on Dish's offer is planned.

Dish's deal for Clearwire cannot be completed without the approval of the holders of at least 75 percent of Clearwire's outstanding voting shares and the approval of Comcast, neither of which has been obtained Sprint notes in its lawsuit. Sprint also claims the deal would violate Delaware corporate law by giving Dish veto power over corporate issues that are usually vested with directors or shareholders.

Sprint is also a takeover target for Dish, with the satellite TV provider battling SoftBank in a bidding war and a public war of words, with each claiming it would be the best buyer for the troubled wireless carrier.

Sprint has been in talks with SoftBank since last October regarding a $20.1 billion offer. After Dish came in with a surprise counteroffer of $25.5 billion, SoftBank countered with a $21.6 billion offer it claims gives shareholders greater cash consideration.

See the lawsuit Sprint filed against Dish and Clearwire below:

Sprint complaint against Dish, Clearwire

 

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