Wireless network operator Clearwire revealed today that it has received an offer from satellite television operator Dish Network that could result in Clearwire’s sale to Dish.  But Sprint, which already made plans to acquire the roughly half of Clearwire it doesn’t already own, said today it will dispute the deal that Dish is proposing.

According to a press release issued today by Clearwire, an outright purchase of Clearwire is just one of several possibilities that Dish has offered. The Clearwire release states that Dish wants to purchase at least 25% of Clearwire and as much as 100%. Dish is offering $3.30 per share, which exceeds Sprint’s offer of $2.97 per share, the Clearwire release states.

Dish recently gained FCC approval to use spectrum holdings originally intended for satellite use for a terrestrial wireless network.  Some industry observers had questioned Dish’s ability to construct and operate a wireless network and speculated that the company would seek to work with an experienced wireless network operator.

Not surprisingly, Dish’s proposal calls for Clearwire to construct, operate, maintain and manage a wireless network using Dish’s spectrum, which is in the AWS-4 band. The network also would also use some 2.5 GHz spectrum, the release states.

Clearwire’s spectrum holdings are concentrated in the 2.5 GHz band and Dish proposes to acquire about 24% of Clearwire’s spectrum. Clearwire also would sell or lease some additional spectrum to Dish and Dish would help fund a portion of the build-out of Clearwire’s network. That network has been deployed in some markets, with other markets not yet covered.

Clearwire stated in its release, however, that the company’s “ability to enter into strategic transactions is significantly limited by its current contractual arrangements,” including the definitive agreement Clearwire has entered into with Sprint. Clearwire also noted that it had received a letter from Sprint stating that its own agreement would prohibit Clearwire from entering into many of the agreements proposed by Dish.

An announcement from Sprint issued today reiterated that point. Sprint said its own proposal is superior to the one from Dish and that the Dish proposal is not viable. According to the Sprint release the Dish proposal would require Sprint to voluntarily waive rights that it holds as a stockholder of Clearwire.

“Sprint does not intend to waive any of its rights,” the release states.

Clearwire said a special committee is evaluating the Dish proposal as well as the Sprint letter.

Dish Network today issued just a brief statement confirming that it had approached Clearwire with respect to a “potential strategic transaction on terms as generally outlined in the Clearwire release.”


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