Sprint Forms Special Committee to Eye Dish Proposal

Committee to See If Dish Offer Superior to SoftBank

Sprint said Monday that it has formed a special committee of independent directors to evaluate Dish Network’s unsolicited $25.5 billion offer to acquire the wireless giant.

Retired chairman of healthcare giant WellPoint Inc., Larry Glasscock will serve as chairman of the special committee, which will also include Sprint-Nextel chairman James H. Hance, Jr.; independent consultant V. Janet Hill; NCR chairman and CEO William R. Nuti; and Delphi Automotive CEO Rodney O’Neal. The special committee has retained BofA Merrill Lynch to act as its financial advisor, and Shearman & Sterling LLP as its legal counsel.

“The Special Committee plans to evaluate the proposal and additional information that the committee has requested from Dish and provide its assessment to the full board in due course whether the proposal is, or is reasonably likely to lead to, a superior offer (as defined in the agreement and plan of merger with SoftBank Corp.),” Sprint said in a statement. “Neither the board nor Sprint intends to comment further at this time.”

Dish launched its offer for Sprint on April 15, a deal it says will offer about$37 billion in synergies and cost savings, creating a voice, video and Internet juggernaut with the largest swath of wireless spectrum in the country.

In a statement, Dish said it was pleased its proposal appears to be moving forward.

“We are pleased that the Sprint Board of Directors has formed a special committee to review our proposal,” Dish said in a statement. “We are available to meet with Sprint's Board, management and advisors to discuss our plans and our willingness to commit to financing. We are confident that the Sprint Board will share our view that this proposal is superior on several fronts by offering Sprint shareholders greater value with a higher price and more cash, while also creating the opportunity to participate meaningfully in a combined, and competitively unique, Dish/Sprint.”