Dish Network Corp. did not make a new bid for Sprint Nextel Corp. by a prescribed deadline late Tuesday.
The satellite television company blamed Sprint and its revised agreement to be acquired by SoftBank Corp.
Sprint declined to comment late Tuesday on Dish’s lack of a bid. It had set the deadline for Dish’s “best and final offer” after rejecting an earlier proposal from Dish as one it could not act on.
In a statement announcing it would not meet Tuesday’s deadline, Dish said:
“While Dish continues to see strategic value in a merger with Sprint, the decisions made by Sprint to prematurely terminate our due diligence process and accept extreme deal protections in its revised agreement with SoftBank, among other things, have made it impracticable for Dish to submit a revised offer by the June 18 deadline imposed by Sprint.”
Dish had proposed buying all of Sprint for $25.5 billion.
Sprint has agreed to a revised $21.6 billion offer from Tokyo-based SoftBank for 78 percent of Sprint. It raised new barriers to a Dish bid for Sprint, including higher breakup fees SoftBank would collect. The new SoftBank deal goes to a vote of Sprint shareholders on Tuesday.
In its statement, Dish kept open the possibility of a future bid.
“We will consider our options with respect to Sprint, and focus our efforts and resources on completing the Clearwire (Corp.) tender offer.”
The tender offer is Dish’s standing deal to buy Clearwire shares directly from investors in competition with a lower-priced merger agreement between Clearwire and Sprint.
Sprint’s bid for Clearwire, its wireless network partner, is a key element in its plans with SoftBank to compete against larger U.S. rivals Verizon and AT&T as well as T-Mobile USA.
Sprint owns a bit more than half of Clearwire’s shares. Both Sprint and Dish are bidding for the remaining shares.
Dish’s focus on its Clearwire bid likely isn’t its first choice, said Berge Ayvazian, an industry consultant at HeavyReading.com.
“Its tender offer will never give it control of Clearwire,” Ayvazian said. “Dish will end up in a partnership with Sprint.”
And Dish will be the minor player in that relationship, potentially with less say than it wants in Clearwire’s future.
Sprint, however, suffered a setback last week when Clearwire’s board dropped its merger agreement with Sprint and advised shareholders to take up Dish’s offer. Dish is offering $4.40 a share, which tops Sprint’s merger plan with Clearwire set at $3.40 a share.
Sprint sued Clearwire and Dish on Monday, charging that the tender offer was illegal and asked a Delaware court to stop it.
Dish fired back early Tuesday.
“Sprint’s lawsuit is a transparent attempt to divert attention from its failure to deal fairly with Clearwire’s shareholders, as well as to exploit its majority position to block Clearwire’s shareholders from receiving a fair price for their shares,” Dish said in a statement.
“Dish is confident that its superior offer, which has been unanimously recommended by the Clearwire board, including the majority (that were) appointed by Sprint, will be upheld and Clearwire shareholders will be free to realize the 29 percent premium represented by the Dish offer.”
The bid from Dish is conditioned on it getting at least 25 percent of Clearwire’s stock.
In its lawsuit, Sprint called Dish’s offer illegal under Delaware’s corporate laws and said it violated Sprint’s rights as a shareholder. It further claimed that Clearwire’s board had “panicked” when it dropped the Sprint merger plan in favor of the Dish offer.
The lawsuit marked an escalation of the back-and-forth between Sprint and Dish that had been playing out in public statements and regulatory filings.
Each seeks control of the wireless spectrum that Clearwire holds. Spectrum are the licensed airwaves that allow app downloads from the Internet, picture uploads to Facebook, streaming video and other popular uses of smartphones and tablets.