Crest Financial, a minority shareholder in Clearwire (NASDAQ:CLWR), is not backing down from its bid to block Sprint Nextel's (NYSE:S) takeover of Clearwire. Crest said it hired proxy-solicitation firm D. F. King & Co., to help it oppose the deal.
Crest is the largest Clearwire shareholder not allied with Sprint, and holds around 3.9 percent of all common stock of Clearwire. Sprint has made a $2.97-per-share offer to buy the roughly 50 percent of Clearwire that it does not already own in a deal valued at $2.2 billion. Crest and other minority Clearwire shareholders have said the deal undervalues Clearwire.
As part of its efforts to block the deal, Crest has demanded that Clearwire make available the company's list of shareholders. A Clearwire spokeswoman declined to comment.
In a statement, Crest noted that the Sprint-Clearwire deal needs to be approved by a majority of non-Sprint Clearwire shareholders, which means that the transaction will not be approved if shareholders with approximately 25 percent of all Clearwire's common stock either vote against the merger or do not vote at all.
Crest has filed a lawsuit in Delaware against Sprint and the directors of Clearwire, arguing that they "breached their fiduciary duties by scheming to extract value from Clearwire at the expense of the minority shareholders."
Clearwire said in late February it would take an $80 million payment from Sprint, a part of Sprint's $2.97-per-share offer to Clearwire. The move complicated Dish Network's (NASDAQ: DISH) $3.30-per-share counterbid to Clearwire, since Dish said it would withdraw its offer if Clearwire took the money. Since then, Dish has not said whether it is withdrawing its bid. Clearwire's special board committee evaluating the deals said at the time that it had not changed its position to recommend Sprint's offer and that it had engaged in discussions with Dish and with Sprint and would continue such discussions.
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