DISH Statement on SoftBank's Claims and Attempt to Control Assets of National Strategic Importance
ENGLEWOOD, Colo.--(BUSINESS WIRE)--
DISH Network Corporation (NASDAQ: DISH) today responded to the recently
launched SoftBank web page [http://www.softbank.co.jp/sprint/benefits/]
touting the purported benefits of its attempt to gain control of Sprint.
DISH's proposal will deliver nearly all the key benefits of the
SoftBank-Sprint transaction and more, including 40 MHz of additional
mid-band spectrum and cable-quality broadband access to approximately 40
million unserved and underserved consumers in rural America -- all built
on a foundation of an American company investing cash from an American
balance sheet to make another American company more competitive for the
benefit of all American consumers.
In fact, a DISH/Sprint merger is superior in several important areas:
DISH's $25.5 billion offer is better for shareholders, offering more
cash and stock in a strategically superior company than the SoftBank
proposal provides for Sprint shareholders.
The SoftBank investment to control Sprint is a financial transaction,
not a commercial merger, given that SoftBank has no U.S. operations to
combine with Sprint. DISH/Sprint creates the only company that offers
convenient, fully integrated nationwide bundle of in- and out-of-home
video, broadband and voice services. The combination also provides
substantial synergies and a significantly enhanced strategic position.
With the largest spectrum portfolio and as the only telecommunications
company to deliver voice, video and data in- and out-of-the home,
DISH/Sprint would be better positioned to challenge AT&T and Verizon
than SoftBank-Sprint. SoftBank brings no spectrum to the merger. DISH
brings 45 MHz of low- and mid-band spectrum with an estimated value of
$10 billion, plus robust cash flows.
A DISH-Sprint will be better for national security by preserving
domestic ownership, control and accountability over Sprint's national
wireless network and fiber backbone network, which provides classified
services to government, law enforcement and military customers.
SoftBank also used its new web content to defend foreign investment in
the U.S. telecom sector, citing the presence of Vodafone, through
Verizon Wireless, and Deutsche Telekom's T-Mobile operation in the U.S.
"Vodafone and Deutsche Telekom are not relevant to the national security
discussion surrounding the proposed acquisition of Sprint by SoftBank,"
said Stanton Dodge, DISH executive vice president and general counsel.
"Times have changed and there can be no doubt that today, a nationwide
wireless network is an asset of national strategic importance.
Additionally, unlike Sprint, neither Verizon wireless nor T-Mobile
control a national fiber backbone serving national security interests
including defense, law enforcement and other sensitive governmental
SoftBank also apparently committed to using only network equipment that
is acceptable to the U.S. Government, which DISH believes validates the
national security concerns that it has raised with respect to
SoftBank-Sprint. Further, if the news reports are accurate, and CFIUS
has concerns with respect to the use of Chinese manufactured equipment
on a foreign-controlled Clearwire network, then as much as $1 billion
would have to be added to the cost of the proposed SoftBank-Sprint
DISH is committed to working with the appropriate regulatory agencies to
meet national security goals.
"There is a bright line between DISH and SoftBank: DISH is not
foreign-controlled, nor is its proposal subject to CFIUS," said Dodge.
"The question is about who should control and who will be accountable
for assets — the Sprint national wireless and backbone fiber networks —
that are vital to our national security."
Dodge continued: "The contrast is clear: DISH does not operate
infrastructure dependent on Chinese equipment; DISH does not own nearly
a third of the Chinese e-commerce giant, Alibaba; DISH was not
affiliated with a company that admitted bribing Chinese officials for
DISH Network Corporation (NASDAQ: DISH), through its subsidiary DISH
Network L.L.C., provides approximately 14.092 million satellite TV
customers, as of March 31, 2013, with the highest quality programming
and technology with the most choices at the best value, including HD
Free for Life®. Subscribers enjoy the largest high definition
line-up with more than 200 national HD channels, the most international
channels, and award-winning HD and DVR technology. DISH Network
Corporation's subsidiary, Blockbuster L.L.C., delivers family
entertainment to millions of customers around the world. DISH Network
Corporation is a Fortune 200 company. Visit www.dish.com.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained herein may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of DISH Network Corporation to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
More information about such risks, uncertainties and other factors is
set forth in DISH Network Corporation's Disclosure Regarding
Forward-Looking Statements included in its recent filings with the
Securities and Exchange Commission (the "SEC"), including its annual
report on Form 10-K for the year ended December 31, 2012 and any
subsequent quarterly reports on Form 10-Q. Risks and uncertainties
relating to the proposed transaction include, without limitation, the
risks that: Sprint Nextel Corporation will not enter into any definitive
agreement with DISH Network Corporation or the terms of any definitive
agreement will be materially different from those described above; the
parties will not obtain the requisite financing or regulatory approvals
for the proposed transaction; the proposed transaction will not be
consummated for any other reason; management's attention will be
diverted from ongoing business operations; and the anticipated benefits
of the transaction will not be realized. The forward-looking statements
speak only as of the date made, and DISH Network Corporation expressly
disclaims any obligation to update these forward-looking statements.
Additional Information About the Proposed Transaction and Where to
This communication relates to a business combination transaction with
Sprint Nextel Corporation proposed by DISH Network Corporation, which
may become the subject of a registration statement filed with the SEC.
This communication is not a substitute for the joint proxy
statement/prospectus that DISH Network Corporation and Sprint Nextel
Corporation would file with the SEC if any agreement is reached or any
other documents that DISH Network Corporation or Sprint Nextel
Corporation may send to shareholders in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS IF, AND
WHEN, THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. All such documents, if
filed, would be available free of charge at the SEC's website (http://www.sec.gov).
In addition, investors and security holders may obtain free copies of
such documents filed by DISH Network Corporation with the SEC by
directing a request to: DISH Network Corporation, 9601 S. Meridian
Boulevard, Englewood, Colorado 80112, Attention: Investor Relations.
This communication shall not constitute an offer to buy or solicitation
of an offer to sell any securities, nor shall there be any sale of
securities, in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
DISH Network Corporation and its directors and executive officers may be
deemed, under the rules of the SEC, to be participants in any
solicitation of shareholders of DISH Network Corporation or Sprint
Nextel Corporation in connection with the proposed transaction.
Investors and security holders may obtain information regarding the
names, affiliations and interests of the directors and executive
officers of DISH Network Corporation in its annual report on Form 10-K
for the year ended December 31, 2012, which was filed with the SEC on
February 20, 2013, and its proxy statement for the 2013 annual meeting
of shareholders, which was filed with the SEC on March 22, 2013. These
documents can be obtained free of charge at the SEC's website (http://www.sec.gov)
and from Investor Relations at DISH Network Corporation at the address
set forth above. Additional information regarding the interests of these
participants will also be included in any proxy statement/prospectus and
other relevant documents to be filed with the SEC in connection with the
proposed transaction when they become available.
DISH Network Corporation
Jason Kiser, 303-723-2210
Source: DISH Network Corporation
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