Sprint Board Forms Special Committee to Review Dish Offer

Dish Network made Sprint, deep into an agreement with Softbank, an offer it can't ignore. A new committee is now reviewing it. 

Sprint announced April 22 that its board of directors has formed a special committee of independent directors to review and evaluate the merger proposed by Dish Network April 15.

Dish, the nation's third-largest satellite-television company, offered Sprint $17.3 billion in cash and $8.2 billion in stock—which represents a 13 percent premium on the deal that Sprint has been working to close with Softbank, Japan's third-largest wireless carrier.

"The Special Committee plans to evaluate the proposal and additional information that the committee has requested from Dish and provide its assessment to the full Board in due coarse," Sprint said in a statement, "whether the proposal is, or is reasonably likely to lead to, a Superior Offer (as defined in the Agreement and Plan of Merger with Softbank Corp)."

Softbank, in an April 16 statement filed with the U.S. Securities and Exchange Commission, called its offer superior in the long and short term and Dish's "highly conditional."

It also suggested that a counteroffer wouldn't be necessary.

"The Softbank-Sprint transaction is in the advanced stages of receiving the necessary approvals," Softbank added, "and we expect to consummate the transaction on July 1, 2013, with the terms already agreed."

Investment firm Canaccord Genuity expects things to continue as usual at Sprint, as investors wait for the board to decide on the Dish offer, analyst Greg Miller wrote in an April 22 research note.

"Given the better than expected postpaid subscriber trends at Verizon and T-Mobile USA, and the upcoming shutdown of its iDEN network, we expected continued sizable losses in postpaid subs for Sprint," Miller added. "Additionally, we expect incremental [operating expenses] and [capital expenditures] from Network Vision to kick into high gear, pressuring the near-term outlook."

While T-Mobile's "challenger strategy" is focused primarily at AT&T, Miller said T-Mobile's unlimited data plans and handset installment plans "could be equally attractive to Sprint customers."

Dish executives have argued that while Softbank has Long Term Evolution (LTE) experience, which would no doubt be helpful to Sprint's rollout efforts, Dish's complementary television assets could result in a company able to offer something unlike anything on the market.

During a conference call April 15, Dish Chairman Charlie Ergen said the current Dish is a culmination of a "lot of years of work ... putting a lot of things in place, whether it would be the purchase of spectrum, entering auctions, the acquisition of Sling Media. All those things come together now with the merger with Sprint, to put it into a total [package] and make it a very unique, powerful company."

More specifically, Ergen explained: "You want to be in your home with video and broadband and data and voice, and you want to be outside your home with those same things. And while the cable industry does a really good job in your home and the current wireless industry does a really good job outside your home, there's really no one company on a national scale that puts it all together. The new Dish-Sprint will do that."

Sprint and Softbank went public with their deal Oct. 15, 2012. Should it go through, Softbank will give Sprint $20.1 billion—$12.1 billion of which will go to stockholders—in exchange for a 70 percent share of the company.

Sprint is also in the process of trying to buy the roughly 50 percent of 4G provider Clearwire that it doesn't already own—a deal that was slowed when, in January, Dish similarly came in behind Sprint's offer with a higher, but again reportedly more complicated, offer.

Both Softbank and Dish have designs on Clearwire's significant spectrum holdings but have stated that their offers for Sprint aren't contingent on the Clearwire deal going through. (Dish's bid for Clearwire is still on the table, but Ergen has said he's consulting with Sprint and Clearwire regarding how they'd like to proceed.)

Should Sprint walk away from its deal with Softbank, the Japanese carrier—according to Dish's Ergen—will receive a break-up fee of $600 million for its troubles.