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DISH Network Proposes Merger with Sprint Nextel Corporation for $25.5 Billion



  DISH Network Proposes Merger with Sprint Nextel Corporation for $25.5
  Billion

  * U.S. technology leader with track record of disrupting entrenched
    incumbents presents superior alternative to pending SoftBank proposal –
    DISH offers more cash and a greater ownership stake
  * Sprint shareholders would receive $7.00 per share, consisting of $4.76 in
    cash and stock representing approximately 32% in a company with a
    significantly enhanced strategic position
  * Creates an industry-leading spectrum portfolio and the only company that
    can offer customers a fully-integrated, nationwide bundle of in- and
    out-of-home video, broadband and voice services
  * Delivers substantial synergies and growth opportunities estimated at $37
    billion in net present value, including an estimated $11 billion in cost
    savings
  * Conference call today at 8:00 a.m. EDT

Business Wire

ENGLEWOOD, Colo. -- April 15, 2013

DISH Network Corporation (NASDAQ: DISH) today announced that it has submitted
a merger proposal to the Board of Directors of Sprint Nextel Corporation
(NYSE: S) for a total cash and stock consideration of $25.5 billion. The DISH
proposal clearly represents superior value to Sprint shareholders, including
greater ownership in a combined company that is better positioned for the
future with more spectrum, products, subscribers, financial scale and new
opportunities.

DISH is offering Sprint shareholders a total consideration of $25.5 billion,
consisting of $17.3 billion in cash and $8.2 billion in stock. Sprint
shareholders would receive $7.00 per share, based upon DISH’s closing price on
Friday, April 12, 2013. This consists of $4.76 per share in cash and 0.05953
DISH shares per Sprint share. The cash portion of DISH’s proposal represents
an 18% premium over the $4.03 per share implied by the SoftBank proposal, and
the equity portion represents approximately 32% ownership in the combined
DISH/Sprint versus SoftBank’s proposal of a 30% interest in Sprint alone.
Together this represents a 13% premium to the value of the existing SoftBank
proposal.

“The DISH proposal clearly presents Sprint shareholders with a superior
alternative to the pending SoftBank proposal,” said Charlie Ergen, Chairman of
DISH Network. “Sprint shareholders will benefit from a higher price with more
cash while also creating the opportunity to participate more meaningfully in a
combined DISH/Sprint with a significantly-enhanced strategic position and
substantial synergies that are not attainable through the pending SoftBank
proposal.”

Mr. Ergen continued, “A transformative DISH/Sprint merger will create the only
company that can offer customers a convenient, fully-integrated, nationwide
bundle of in- and out-of-home video, broadband and voice services.
Additionally, the combined national footprints and scale will allow
DISH/Sprint to bring improved broadband services to millions of homes with
inferior or no access to competitive broadband services. This unique, combined
company will have a leadership position in video, data and voice and the
necessary broadband spectrum to provide customers with rich content
everywhere, all the time.”

The proposed combination will result in synergies and growth opportunities
estimated at $37 billion in net present value, including an estimated $11
billion in cost savings.

DISH has provided additional information regarding the proposed merger via a
dedicated transaction microsite that can be accessed at
www.CompleteDishSolution.com.

Barclays is acting as financial advisor to DISH.

Following is text of the letter that DISH sent to Sprint Nextel Corp. Board of
Directors on April 15, 2013.

Board of Directors
Sprint Nextel Corporation
6200 Sprint Parkway
Overland Park, KS 66251
Attn: James H. Hance, Jr., Chairman of the Board

Dear Jim:

On behalf of DISH Network Corporation (“DISH”), I am submitting this proposal
for a merger between DISH and Sprint Nextel Corporation (“Sprint”). Our
proposal provides Sprint shareholders with a superior alternative to the
pending SoftBank Corporation (“SoftBank”) proposal. It provides more cash and
affords your shareholders the opportunity to participate more meaningfully in
a combined DISH/Sprint, which will benefit from a significantly enhanced
strategic position and substantial synergies that are not attainable through
the pending SoftBank proposal.

We are offering Sprint shareholders a total consideration of $25.5 billion,
consisting of $17.3 billion in cash and $8.2 billion in stock. Sprint
shareholders would receive $7.00 per share, based upon DISH’s closing price on
Friday, April 12, 2013. This consists of $4.76 per share in cash and 0.05953
DISH shares per Sprint share. The cash portion of our proposal represents an
18% premium over the $4.03 per share implied by the SoftBank proposal, and the
equity portion represents approximately 32% ownership in the combined
DISH/Sprint versus SoftBank’s proposal of a 30% interest in Sprint alone.
Together this represents a 13% premium to the value of the existing SoftBank
proposal.

Our proposal provides a highly-compelling and unique opportunity for Sprint
shareholders. We are offering an ownership interest in a combined company with
a comprehensive product and services suite, a significantly enhanced
subscriber base, considerable financial and operating scale, as well as a
spectrum portfolio that would lead the industry. As a result, this merger
creates sizable cost and CAPEX savings and promises extensive new revenue
opportunities.

Leveraging both companies’ existing assets and expertise, we will be the only
company able to offer a fully-integrated, nationwide bundle of in- and
out-of-home video, broadband and voice services to meet rapidly evolving
customer preferences. The new company’s assets will immediately establish
national cross-platform leadership and will position the company to deliver
innovative services while expanding our collective subscriber base.

The proposed combination will result in synergies and growth opportunities
estimated at $37 billion in net present value. This includes an estimated $11
billion in cost savings, representing approximately $1.8 billion in annual
run-rate cost synergies by the third year after closing.

Further, our combined national footprints and scale will allow us to
efficiently develop our joint spectrum assets to provide advanced services to
the millions of homes with inferior or no access to competitive broadband
services.

I am proud of the company we have built and believe we will be an excellent
partner to Sprint. Like Sprint, DISH possesses a strong tradition of
innovation and industry leadership. We created the third largest pay-TV
provider while competing with incumbent cable monopolies and other entrenched
operators. DISH has consistently led our industry in service and technology
delivery with award-winning innovations like Hopper® with Sling®. Our history
of value creation is outstanding. Investors in our 1995 initial public
offering have enjoyed a total return of 27 times their original investment,
significantly outperforming the broader markets and our peers. We also have a
proven track record of responsible capital management.

DISH has significant experience structuring and consummating strategic
transactions and only needs to complete confirmatory due diligence, which we
believe can be done quickly with your cooperation. We have examined your
merger agreement with SoftBank and we would be prepared to execute a
definitive merger agreement on substantially similar terms and conditions.
Though not a condition of our proposal, we anticipate that the pending
transaction with Clearwire would be completed. We are confident that we can
obtain all necessary approvals within a reasonable timeframe.

We intend to fund the $17.3 billion cash portion of the transaction using $8.2
billion of our balance sheet cash and additional debt financing. We have a
proven track record in raising capital to fund strategic initiatives and have
received a Highly Confident Letter from our financial advisor, Barclays,
confirming our ability to raise the required financing.

We would be pleased to discuss our plans for the combined company and we are
available at any time to meet with the Sprint Board, management and advisors
to answer any questions about our proposed merger. We are confident that the
Sprint Board will share our view that this proposed merger offers an excellent
opportunity for the equity holders of Sprint to realize a superior value for
their shares that is unavailable to them under the SoftBank proposal.

While it would have been our preference to have confidential discussions
regarding this proposed merger, your existing agreement with SoftBank and the
impending deadlines associated with your shareholder vote, will compel us to
confirm our intentions publicly. We look forward to hearing from you.

Very Truly Yours,

DISH Network Corporation

Charlie Ergen
Chairman

Conference Call Information

DISH will hold a conference call today at 8:00 a.m. EDT during which
executives will discuss the strategic benefits of this proposal and address
inquiries from investors, analysts and the media. The call will be available
via a webcast available at www.CompleteDishSolution.com or by dialing
866-318-8619 or 617-399-5138, passcode 31532734. A replay of the conference
call will be available at 888-286-8010 or 617-801-6888, passcode 78044805.

About DISH

DISH Network Corporation (NASDAQ: DISH), through its subsidiary DISH Network
L.L.C., provides approximately 14.056 million satellite TV customers, as of
Dec. 31, 2012, with the highest quality programming and technology with the
most choices at the best value, including HD Free for Life. Subscribers enjoy
the largest high definition line-up with more than 200 national HD channels,
the most international channels, and award-winning HD and DVR technology. DISH
Network Corporation is a Fortune 200 company. Visit www.dish.com.

Cautionary Statement Concerning Forward–Looking Statements

Certain statements contained herein may constitute “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of DISH Network Corporation to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. More information about such risks, uncertainties
and other factors is set forth in DISH Network Corporation’s Disclosure
Regarding Forward-Looking Statements included in its recent filings with the
Securities and Exchange Commission (the “SEC”), including its annual report on
Form 10-K for the year ended December 31, 2012. Risks and uncertainties
relating to the proposed transaction include, without limitation, the risks
that: Sprint Nextel Corporation will not enter into any definitive agreement
with DISH Network Corporation or the terms of any definitive agreement will be
materially different from those described above; the parties will not obtain
the requisite financing or regulatory approval for the proposed transaction;
the proposed transaction will not be consummated for any other reason;
management’s attention will be diverted from ongoing business operations; and
the anticipated benefits of the transaction will not be realized. The
forward-looking statements speak only as of the date made, and DISH Network
Corporation expressly disclaims any obligation to update these forward-looking
statements.

Additional Information About the Proposed Transaction and Where to Find It

This communication relates to a business combination transaction with Sprint
Nextel Corporation proposed by DISH Network Corporation, which may become the
subject of a registration statement filed with the SEC. This communication is
not a substitute for the joint proxy statement/prospectus that DISH Network
Corporation and Sprint Nextel Corporation would file with the SEC if any
agreement is reached or any other documents that DISH Network Corporation or
Sprint Nextel Corporation may send to shareholders in connection with the
proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS IF, AND
WHEN, THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. All such documents, if filed, would be
available free of charge at the SEC’s website (http://www.sec.gov). In
addition, investors and security holders may obtain free copies of such
documents filed by DISH Network Corporation with the SEC by directing a
request to: DISH Network Corporation, 9601 S. Meridian Boulevard, Englewood,
Colorado 80112, Attention: Investor Relations. This communication shall not
constitute an offer to buy or solicitation of an offer to sell any securities,
nor shall there be any sale of securities, in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.

Participants

DISH Network Corporation and its directors and executive officers may be
deemed, under the rules of the SEC, to be participants in any solicitation of
shareholders of DISH Network Corporation or Sprint Nextel Corporation in
connection with the proposed transaction. Investors and security holders may
obtain information regarding the names, affiliations and interests of the
directors and executive officers of DISH Network Corporation in its annual
report on Form 10–K for the year ended December 31, 2012, which was filed with
the SEC on February 20, 2013, and its proxy statement for the 2013 annual
meeting of shareholders, which was filed with the SEC on March 22, 2013. These
documents can be obtained free of charge at the SEC’s website
(http://www.sec.gov) and from Investor Relations at DISH Network Corporation
at the address set forth above. Additional information regarding the interests
of these participants will also be included in any proxy statement/prospectus
and other relevant documents to be filed with the SEC in connection with the
proposed transaction when they become available.

Contact:

DISH Network Corporation
Media Relations:
Bob Toevs, 303-723-2010
bob.toevs@dish.com
or
Investor Relations:
Jason Kiser, 303-723-2210
jason.kiser@dish.com
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