Sprint Stockholders Approve Merger With SoftBank

Sprint stockholders, who will receive $16.64 billion from the deal, have approved a merger with Japanese carrier SoftBank.

Sprint stockholders overwhelmingly approved of a merger agreement with SoftBank during a June 25 vote. The merger, which was first announced in October 2012, now requires only the approval of the Federal Communications Commission (FCC).

If approved, Softbank, Japan's third-largest carrier, will receive control of a 78 percent share of Sprint. In exchange, Sprint will receive $21.6 billion dollars, $16.64 billion of which will go to Sprint's stockholders while the rest goes to Sprint's balance sheet and efforts to roll out a Long Term Evolution (LTE) 4G network.

"Today is a historic day for our company, and I want to thank our shareholders for approving this transformative merger agreement," Sprint CEO Dan Hesse said in a June 25 statement. "The transaction with SoftBank should enhance Sprint's long-term value and competitive position by creating a company with greater financial flexibility."

Until June 18, SoftBank had some competition for Sprint in Dish Network, the satellite television provider that late in the process offered Sprint $25.5 billion to merge with it instead.

Meanwhile, Dish was also in the process of trying to disrupt Sprint's attempt to purchase the 49.8 percent of Clearwire that it doesn't already own. Sprint went public with its bid to buy out Clearwire on Dec. 17, 2012, and on Jan. 8, 2013, Dish jumped in, raising Sprint's bid of $2.97 per share to $3.30 per share.

Dish and its colorful chairman, Charles Ergen, have continued to push for Clearwire, just as they continued to push for Sprint.

SoftBank Chairman Masayoshi Son maintained throughout the process that SoftBank's offer would deliver a "superior value" to shareholders, but on June 12, Softbank nonetheless sweetened the deal, adding $1.5 billion and shifting $3 billion from Sprint's balance sheet to shareholders, giving the shareholders an additional $4.5 billion and Softbank an additional 8 percent of Sprint.

On June 18, Dish announced that while it "continues to see strategic value in a merger with Sprint, Sprint made the decision to "terminate our due diligence process and accept extreme deal protections in its revised agreement with SoftBank," making it impractical for Dish to submit an offer by the June 18 deadline Sprint had set.

As of June 20, the Clearwire deal was also moving in Sprint's favor. Sprint raised its bid to $5.00 per share, and a significant group of Clearwire shareholders announced their support for the deal.

While Sprint's deal with SoftBank isn't contingent on its successful acquisition of Clearwire, the influx of funds from the Softbank deal will enable Sprint to make the most of Clearwire's extensive spectrum holdings.

Sprint's merger with SoftBank has already received the approval of the Committee on Foreign Investment in the United States (CFIUS), which included entering into a National Security Agreement that dictates that the departments of Defense, Justice and Homeland Security appoint an independent member to the Sprint board of directors who will serve as a security director.

The carriers also agreed to remove and decommission "certain equipment" from the network—a phrase thought to refer to equipment from Chinese telecom manufacturers ZTE and Huawei, which the U.S. government believes have ties to China's government and present a potential threat to national security.

"The FCC likely will now green-light the deal ... so Softbank can accelerate its strategy for shaking up the U.S. market," Bill Menezes, a Gartner principal research analyst told eWEEK.

"Given Softbank's history in Japan, we no doubt can expect some 'shock and awe' pricing offers to make some early subscribership inroads [from] AT&T and Verizon, possibly targeting the big back-to-school and U.S. holiday retail seasons," Menezes continued.

"It's important for Sprint's offers to be much more compelling than the competition. It won't be enough just to be 'a little better' in price or performance, if Sprint expects to significantly improve its standing with consumers and enterprise customers."