Clearwire Shareholders Approve Sprint Offer

Clearwire Corp. (CLWR) shareholders voted in favor of Sprint Nextel Corp. (S)’s bid for full control of the wireless Internet operator, giving Sprint valuable airwaves to make its services more competitive.

Investors representing 82 percent of eligible shares approved the $5-a-share proposal, Clearwire said today, allowing Sprint to acquire the remaining half of the company. Sprint, the third-largest wireless carrier, won support from shareholders after raising its offer two weeks ago, trumping a $4.40-a-share bid from Dish Network Corp. (DISH)

By tapping Clearwire’s spectrum -- the frequencies that mobile devices use to connect to networks -- Sprint can offer faster download speeds in more locations. That’s a key element in the strategy of SoftBank Corp. (9984), the Japanese carrier that’s buying a majority of Sprint shares in a separate $21.6 billion deal. With both transactions in the final stages, SoftBank Chief Executive Officer Masayoshi Son is within reach of the tools he’s sought to take on Verizon Wireless and AT&T Inc. (T)

“The biggest reason Sprint wanted to gain full control of Clearwire is because of the spectrum that Clearwire has,” said David Heger, an analyst at Edward Jones & Co. in St. Louis. “When you look at Sprint and Clearwire on a combined basis, the deal will effectively give Sprint more spectrum than AT&T and Verizon.”

Next Steps

Clearwire and Softbank plan to close the merger tomorrow, according to today’s statement.

“We still have a lot of integration to do -- everything from network assets to employees,” Clearwire CEO Erik Prusch said after the shareholder vote.

Clearwire shares were unchanged at $5 at the close in New York. The stock has gained 73 percent this year as the bidding war between Dish and Overland Park, Kansas-based Sprint drove up the company’s value.

Today’s shareholder vote followed an eight-month saga in which Sprint fended off Dish’s pursuit of Clearwire while SoftBank waged a separate battle with Dish for control of Sprint itself. Dish, the second-biggest U.S. satellite-TV provider, pulled out of contention for Sprint on June 21, then abandoned the fight for Bellevue, Washington-based Clearwire five days later.

Last Hurdle

Sprint shareholders approved SoftBank’s takeover proposal on June 25, and the deal gained Federal Communications Commission approval last week, passing its final hurdle. The transaction will be completed July 10, the companies said today.

Clearwire shareholders have rallied around Sprint after the company topped Dish’s bid by 14 percent. Clearwire’s board endorsed Sprint’s proposal, changing an earlier position, when Sprint sweetened its terms.

Sprint also secured the support of investors Mount Kellett Capital Management LP, Glenview Capital Management LLC, Chesapeake Partners Management Co. and Highside Capital Management LP. Even if the transaction didn’t close, the shareholders had agreed to sell their stock to Sprint to further block Dish’s ability to counter.

Crest Financial Ltd., one of Clearwire’s most vocal minority shareholders, reversed its position to support Sprint’s offer last week.

At $5 a share, Clearwire is valued at about $14 billion, according to Sprint.

To contact the reporters on this story: Madeline McMahon in New York at mmcmahon26@bloomberg.net; Dina Bass in Seattle at dbass2@bloomberg.net

To contact the editor responsible for this story: Nick Turner at nturner7@bloomberg.net

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