A Day of Reckoning for Clearwire

On Tuesday, May 21, Clearwire stockholders will vote on whether the company will allow itself to be bought out by Sprint Nextel .

Sprint already owns 51% of its longtime WiMAX network partner Clearwire, but for a total Sprint takeover, the majority of the remaining stockholders must vote in favor of the transaction.

One such entity, Crest Financial, the largest minority shareholder with 8.2% of the outstanding Class A common stock, thinks Sprint is not offering what Clearwire is worth. The $2.97-a-share Sprint is offering is well below Clearwire's recent price of around $3.20 a share.

Crest has sent proxies urging fellow minority stockholders to vote against Sprint's proposal and consider other possibilities instead.

Those could include working out a deal to sell 100% of the company to either Japanese telecom SoftBank or satellite TV provider DISH Network or even another company.

SoftBank has proposed to buy 70% of Sprint for $20.1 billion, but if Sprint can't complete its acquisition of Clearwire, much of that deal's appeal for SoftBank may vanish. SoftBank CEO Masayoshi Son told reporters earlier this month, "In the Sprint-SoftBank transaction, Clearwire's spectrum is the key."

SoftBank also has to deal with a rival $25.5 billion bid for Sprint from DISH. How much more effort and resources SoftBank spends in battling DISH could be directly coupled with the Clearwire vote.

If the Clearwire shareholders reject Sprint, Crest has laid out two possible scenarios that would be determined by the outcome of the June 12 Sprint shareholder vote on accepting SoftBank's bid over DISH's.

If Sprint accepts SoftBank's offer, Crest believes "it is not beyond reason [given DISH's previous attempt to buy Clearwire] that DISH could use [its significant capital] to make another, perhaps firmer, direct bid for 100% of Clearwire."

But if Sprint accepts DISH's offer, Crest imagines that it is possible that "... SoftBank, instead of increasing its offer for Sprint, takes the termination fee that Sprint would be required to pay and submits a direct bid for 100% of Clearwire."

How goes the Clearwire vote may determine the fate for more companies than just Clearwire.

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