Sprint has filed a complaint in the Delaware Court of Chancery against DISH Network Corporation and Clearwire Corporation asking the Court to prevent the consummation of the DISH tender offer for Clearwire.
Sprint believes the transaction violates Delaware law and the rights of both Sprint and
Clearwire's other strategic investors under Clearwire?s charter and under the Equity Holders Agreement (EHA). In addition to seeking to enjoin the tender offer, Sprint?s lawsuit seeks to rescind certain parts of the tender offer agreement and seeks declaratory, injunctive, compensatory and other relief.
In its complaint, Sprint outlines why DISH?s tender offer violates the rights of Sprint and other Clearwire stockholders under Clearwire?s governing documents and Delaware law. It also details how DISH has attempted to fool Clearwire's shareholders into believing its proposal was actionable in an effort to acquire Clearwire's spectrum and to obstruct Sprint?s transaction with Clearwire.
The lawsuit comes one day before a deadline for Dish to sweeten its earlier $25.5 billion bid to buy Sprint, which has endorsed a competing bid by SoftBank.
Last week, Clearwire's board urged shareholders to accept the Dish tender offer, which values Clearwire at $4.40 per share. Sprint has offered $3.40 per share for the Clearwire stock it does not own.
SoftBank has also raised its offer for Sprint to $21.6 billion from $20.1 billion, which would give it a 78 percent stake in the company.