Top proxy firm ISS likes SoftBank's offer for Sprint

Institutional Shareholder Services -- a consultant to mutual funds and other large investors -- says the deal would give Sprint the money it needs to buy spectrum. It remains mum on Dish Network's rival, preliminary offer.

Edward Moyer Senior Editor
Ed is a many-year veteran of the writing and editing world who enjoys taking sentences apart and putting them back together. He also likes making them from scratch. For nearly a quarter of a century, he's edited and written stories about various aspects of the technology world, from the US National Security Agency's controversial spying techniques to historic NASA space missions to 3D-printed works of fine art. Before that, he wrote about movies, musicians, artists and subcultures.
  • Ed was a member of the CNET crew that won a National Magazine Award from the American Society of Magazine Editors for general excellence online. He's also edited pieces that've nabbed prizes from the Society of Professional Journalists and others.
Edward Moyer
3 min read

A top adviser to mutual funds and other large investors says Sprint shareholders should give the thumbs-up to SoftBank's offer to buy the company, but it doesn't address a rival, preliminary -- and higher -- offer from Dish Network.

In a report, proxy firm Institutional Shareholder Services said, according to The Wall Street Journal, that SoftBank's $20.1 billion offer "addresses Sprint's most compelling need: capital to acquire additional spectrum and complete the transformation of its network, enabling it to fully compete in the U.S. market."

The compelling need for capital aside, ISS said SoftBank could make "an excellent strategic partner" for Sprint, given the Japan-based company's deep experience with wireless, "as demonstrated in its postacquisition track record with Vodafone Japan."

Regarding a potential competing offer of $25.5 billion from Dish, ISS was mum, saying that because "Dish has not yet made its offer directly through a tender -- ISS has not developed a view, from a valuation perspective, on whether the Dish offer is superior to the SoftBank transaction for Sprint shareholders."

As noted by the Journal, major Sprint shareholders Paulson & Co, Omega Advisers, and others have expressed interest in the Dish proposal, and proxy adviser Egan-Jones has said Sprint shareholders should nix the current SoftBank offer with an eye toward a better one from SoftBank, or toward Dish's proposal.

But a source told the Journal that Sprint and Dish had been experiencing some friction lately, in part because the companies are competing to acquire wireless-broadband provider Clearwire.

The Journal reported that Sprint said it's concentrating on finalizing the SoftBank deal. Shareholders are set to vote on that offer June 12, so Dish would have to make a binding offer before that deadline.

U.S. officials, including members of the Homeland Security and Justice departments, have been reviewing the deal over national security concerns involving the use of Chinese-made networking gear. They've been concerned that the use of such gear in U.S.-based Sprint's network could allow for cyberespionage. But Sprint said Wednesday that the concerns have been addressed by an agreement that reportedly would, among other things, give the U.S. government veto powers over some equipment purchases made by Sprint and require Sprint to remove Chinese-made equipment from its Clearwire network by the end of 2016.

The issue of cyberspying has been hot lately. President Obama brought it up in March, during a telephone conversation with Chinese President Xi Jinping. And today, U.S. Secretary of Defense Chuck Hagel raised the topic during a speech at a regional security conference in Singapore, as well as during a meeting last night with the deputy chief of staff of China's People's Liberation Army.

With a security deal having been reached, and the buyout by SoftBank thus cleared by the Committee on Foreign Investment in the United States, the acquisition is still subject to approval by the Federal Communications Commission. The FCC is expected to give a thumbs-up once it completes a general "public interest" review.

Update, 4:22 p.m. PT: Regarding cyberspying, The New York Times reported Saturday that the "United States and China have agreed to hold regular, high-level talks on how to set standards of behavior for cybersecurity and commercial espionage."

Correction, June 2 at 12:41 p.m. PT: The original version of this story mischaracterized the FCC's role in reviewing the proposed Sprint buyout by SoftBank. Sprint said Wednesday that a national security agreement had been reached between the two companies and other U.S. officials. The FCC, for its part, conducts a more general "public interest" review of the acquisition. The story has been updated to reflect this, and the author regrets the error.