Dish Network is offering to buy Sprint Nextel Corp. in a cash-and-stock deal it values at $25.5 billion, saying its bid is superior to that of Japanese phone company SoftBank.
Sprint's stock jumped in morning trading Monday.
SoftBank Corp. is seeking approval from U.S. authorities for its $20 billion purchase of a 70 percent stake in Sprint Nextel Corp. that would be Japan's biggest foreign acquisition ever. Sprint previously said that it expected the deal with SoftBank to close during the summer.
During a conference call on Monday, the company stressed that demand for data by consumers is outpacing network capacity as people increasingly use cell phones, tablets and other devices. Dish Chairman Charles Ergen said that a combined Dish/Sprint company would have low-band, big band and high band spectrum access and be able to provide twice as much bandwidth as AT&T and Verizon.
Dish said that its proposed transaction includes $17.3 billion in cash and $8.2 billion in stock.
Sprint stockholders would receive $7 per share, which is a 13 percent premium to its Friday closing price of $6.22. This includes $4.76 per share in cash and 0.05953 Dish shares per Sprint share.
Dish said that the cash portion of its bid is an 18 percent premium over the $4.03 per share implied by the SoftBank offer, while the stock portion represents about 32 percent ownership in a combined Dish/Sprint company, as compared with SoftBank's proposal of a 30 percent interest in Sprint alone.
Dish Network Corp. said that its offer is a 13 percent premium to the existing SoftBank offer. The company also said that its proposal would result in estimated cost savings of $11 billion.
In a letter sent to Sprint Chairman James H. Hance Jr., Ergen said that the company would fund the cash component of its bid with $8.2 billion of cash on its balance sheet and additional debt financing.
The letter also said that Dish would have preferred holding confidential talks with Sprint about its proposal, but that the existing agreement with SoftBank and impending deadlines related to its shareholder vote promptedDish to confirm its offer publicly.
Ergen said during the conference call that Dish believed that SoftBank undervalued Sprint. While he would not say whether Dish would raise its bid for Sprint if SoftBank came back with a higher offer, he said that Dishwould be more than will to pay the $600 million breakup fee for Sprint and SoftBank to terminate their proposed transaction.
"We have to see how this plays out," he said.
Another component of the Sprint purchase is wireless network operator Clearwire. In December, Sprint agreed to buy the portion of Clearwire it didn't already own after raising its offer price to $2.2 billion.
The deal would give Sprint control of an affiliate it depends upon to provide high-speed "Sprint 4G" data services on some of its phones. It would increase Sprint's access to the airwaves, meaning it could boost data speeds in coming years. However, cell towers using Clearwire spectrum have poor range, making it difficult to provide broad coverage. The Clearwire deal is contingent on the Softbank deal going through.
Dish made its own bid of about $5.15 billion for Clearwire in January. Ergen said that Dish has not formally withdrawn its Clearwire offer and that its Sprint buyout bid is not contingent on Clearwire going through with the Sprint offer.
Dish added 14,000 TV subscribers in the fourth quarter, compared with a gain of 22,000 in the same quarter last year. It ended the year with 14.1 million subscribers. DirecTV has 20 million.
Shares of Sprint rose 97 cents, or 15.6 percent, to $7.19 — above the offered price — in morning trading. Dishshares fell $1.63, or 4.3 percent, to $36.