Scott Wingo Business: Clearwire expected to accept Dish offer amidst questions of governance terms

Clearwire

Sprint complaints aside, Dish and Clearwire are ready to make a deal

Despite Sprint's continued protest against Dish's cash offer to acquire as much of Clearwire as possible at $4.40 per share, Clearwire looks to be nearing a decision to accept it. Sources familiar with the matter tell The Wall Street Journal that the special committee at Clearwire assigned with assessing the current offer from Dish will advise the rest of the company's board to push back a Thursday shareholder vote in order to accept Dish's cash offer for the company. Previous arguments from Sprint that the deal is not in the best interest of the company nor is it legally possible given the governance structure demands from Dish (which call for board member appointments as a term) still remain, adding to the confusion. Sprint claims that its previous agreements with Clearwire, and a restructuring of the company in 2008, conflict strongly with the demands Dish has on its offer.

Dish and Clearwire don't seem to be bothered by the potential structural issues of the deal, and have explained as such to Sprint previously. If Clearwire is to accept Dish's offer -- whether it be with revised governance terms or not -- it would have to be for at least 25-percent of the company to make any meaningful difference for Dish's plans to block Sprint's buyout of Clearwire. Sprint needs a majority of the minority shareholders to approve its plan to buyout the rest (49.5-percent) of the company it doesn't already own, something that simply won't happen if Dish controls that majority share.

Let's also remember that Dish and SoftBank are on their final round of offers to try and buy out Sprint in the coming weeks as well, which adds another angle to this whole discussion. Next week is shaping up to be a major decision week for these four companies, with lots of money getting ready to change hands if everything goes Sprint's way.

Source: WSJ