Dish counters Sprint, makes $5B offer for Clearwire

Dish Network made an unsolicited bid to buy Clearwire for $5.15 billion, upping the ante for Sprint Nextel, which entered into an agreement last month to purchase the 50 percent of the wireless broadband provider it does not already own.

Dish is offering $3.30 per share for all outstanding shares in Clearwire, about 11 percent more than Sprint's offer, and a 13 percent premium over today's closing stock price. The stock price was up 23 cents, or 7.8 percent, to $3.15 a share in after-hours trading.

Sprint announced in December that the two companies had agreed to a deal for the No. 3 U.S. wireless carrier to acquire Clearwire for $2.97 per share, or $2.2 billion, giving Clearwire a value of $10 billion when its debt and lease obligations are taken into account.

Clearwire said in a statement this afternoon that its ability to negotiate with Dish was "significantly limited by its current contractual arrangements" with Sprint but that it was obligated by fiduciary responsibilities to discuss the proposal with Dish.

"The Dish proposal is only a preliminary indication of interest and is subject to numerous, material uncertainties and conditions, including the negotiation of multiple contractual arrangements being requested by Dish (some of which, as currently proposed, may not be permitted under the terms of Clearwire's current legal and contractual obligations)," the company said in a statement.

Dish confirmed its interest in the wireless broadband carrier this afternoon in a brief statement.

"We look forward to working with Clearwire's Special Committee as it evaluates our proposal," Tom Cullen, Dish executive vice president of corporate development, said in a statement.

Saying it still expected to close its deal with Clearwire, Sprint called its offer superior to Dish's. "The Dish proposal includes a series of interdependent commercial agreements, debt and equity purchases, and spectrum sales, which together with the other conditions required by Dish to complete the transaction, makes the proposal not viable, the company said in a statement. "In addition, the Dish proposal would require Sprint to voluntarily waive rights that it holds as a stockholder of Clearwire and that it possesses through various vendor and customer contracts that significantly predate Sprint's proposed acquisition of the remainder of Clearwire. Sprint does not intend to waive any of its rights and looks forward to closing the transaction with Clearwire and helping consumers across the country realize the benefits of this combination."

Clearwire, which provides 4G services to carriers and consumers in select markets, controls wireless spectrum that could be valuable to Dish, which recently won approval from the Federal Communications Commission to build its own LTE network.

However, the satellite TV provider must finish 40 percent of its LTE network within the next four years, and 70 percent within seven years. An acquisition of Clearwire may give it a head-start on those deadlines.

Updated at 5:30 p.m. PT with Sprint comment and at 9:45 p.m. to correct offer size in headline.