Sprint: Dish's offer to buy Clearwire violates state law

Sprint Nextel pushed back on Monday against Dish Network's attempt to stymie its bid for full control of Clearwire, accusing Dish of breaking Delaware law with its tender offer. The company announced today that it has sent a letter to the Clearwire Board of Directors noting that the DISH proposal to acquire Clearwire is "not actionable," as certain provisions violate Delaware law, Clearwire's certificate of incorporation or the rights of the parties to the existing Clearwire Equityholders' Agreement (EHA), including Sprint.

"The Clearwire board has a duty to all stockholders, including Sprint, and simply cannot in good faith enter into the agreements Dish requests," Sprint said in its letter. "Under the Clearwire board's duty of candor to the Clearwire stockholders, we urge you to set forth a clear position of your view on the foregoing issues as soon as possible. Many Clearwire stockholders appear to be under the mistaken belief that Dish's proposal is a viable alternative to the Sprint merger agreement and this is simply not the case."

The letter comes after Dish's raised offer last week, which trumped Sprint's $3.40-a-share bid only two days before Clearwire investors were expected to vote. Dish, which is also bidding for Sprint itself, has sought a cellphone network operator to make use of its own wireless spectrum holdings.

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