2013年6月27日木曜日

Dish Sprint買収断念

Dish NetworkはSprint買収を断念したようだ。
 米衛星テレビ会社ディッシュ・ネットワーク は、同日夜の期限までに
携帯電話サービス会社スプリント・ネクステルへの新たな買収案を提出
しないことを明らかにした。

Dish Network
・当社が6月18日の期限までに修正提案を提出することは実行不可能になった。
・スプリントに関する選択肢を検討する。
 米無線通信会社クリアワイヤに対する株式公開買付に集中。

Huaweiが米国市場から撤退を表明。
Dish NetworkがSprint Nextel買収提案取止め。
Sprint Nextelは、臨時株主総会で買収を可決。
Softbankは、運が良かったか、株主の力が働いたかは不明だが、好転(?)
したようだ。
Sprint Nextelの弱点を補うと言われたClearwireの争奪戦が始まるようだ。

米NSAの盗聴問題をHuaweiやZTEに要請した場合、中国政府や中国軍にも
米NSAと同等の資料が提供される。米NSAは「産業スパイをしない」ようだ
が、中国政府は「産業スパイの実績がある」ので、軍事情報、犯罪情報
だけでなく、産業系や商業系の情報が違法を問われず(?)垂れ流しになる
可能性もあった。

Huaweiの問題は、印や米国だけでなく、豪州も基幹ネットワークへの参入
を防止のようだ。英国でも問題化しているようだ。

中国製エシュロンシステム
米国 中国企業へ経済制裁へ
DOJ Delay action on Sprint-Softbank deal
スプリント・ネクステル買収競争
FBI 監視強化
US Cyber Attack
NSA 通話盗聴300件未満、20カ国以上でテロ阻止
GCHQ Espionage


---米スプリント:ソフトバンクの買収可決…臨時株主総会---
毎日新聞 2013年06月25日 19時43分(最終更新 06月26日 01時02分)
http://mainichi.jp/select/news/20130626k0000m020037000c.html?google_editors_picks=true

 米携帯電話3位スプリント・ネクステルは25日、本拠地の米カンザス州オーバーランドパークで臨時株主総会を開き、ソフトバンクによる買収を賛成多数で可決した。買収を競った米衛星放送大手ディッシュ・ネットワークが既に撤退しており、大株主やスプリント取締役会が買収案への支持を表明していた。
 米連邦通信委員会(FCC)の承認を経て、ソフトバンクは7月上旬にもスプリントの買収を終える。ソフトバンクによると、買収・統合が完了すれば携帯電話事業の売上高で、中国移動通信(中国)、ベライゾン・ワイヤレス(米国)に次いで、世界3位規模となる見通し。(共同)


---米ディッシュ、スプリント買収断念を決定=SEC向け報告---
2013年 06月 21日 19:40 JST
http://jp.reuters.com/article/topNews/idJPTYE95K08O20130621

 [21日 ロイター] - 米衛星放送サービスのディッシュ・ネットワークが、米スプリント・ネクステルの買収断念を決めたことが、米証券取引委員会(SEC)向け報告で明らかになった。


---米ディッシュ:スプリントへの新たな買収案を提出せず---
更新日時: 2013/06/19 08:59 JST
http://www.bloomberg.co.jp/news/123-MOM2TF6JTSE801.html

 6月18日(ブルームバーグ):米衛星テレビ会社ディッシュ・ネットワーク は18日、同日夜の期限までに携帯電話サービス会社スプリント・ネクステルへの新たな買収案を提出しないことを明らかにした。
 ディッシュは発表資料で、スプリントの行動により「当社が6月18日の期限までに修正提案を提出することは実行不可能になった」と説明。米無線通信会社クリアワイヤに対する買収提案に重点を置きながら、「スプリントに関する選択肢を検討する」と表明した。
 ディッシュの今回の決定により、スプリントの株主が25日の総会でソフトバンクの買収案に賛成することを妨げる材料はなくなった。


---通信機器メーカーHuaweiがアメリカ市場からの撤退を表明---
2013年04月24日 17時00分25秒
http://gigazine.net/news/20130424-huawei-not-intersted-in-us-market/

 データ通信機器などを作っている中国のメーカー・Huawei(華為技術/ファーウェイ)が、拡大を目指していたアメリカ市場での戦いから撤退することを表明しました。
 Huaweiのエリック・ユー副社長は4月24日に行われたアナリスト向けカンファレンスの中で、「私たちはもはやアメリカ市場に興味はありません。アメリカ市場は我々が注意を払うべき市場ではないということです」と、アメリカから手を引くことを明らかにしました。
 2012年の売り上げが2202億元(約3兆5000億円)だったHuaweiは世界で第2位の通信機器メーカーで、通信機器市場として世界の30%のシェアを占めているアメリカ市場への参入と拡大を狙ってきました。
 しかし、Huaweiとそのライバル・ZTE(中興通訊)を含む中国のベンダーから輸入した機器がセキュリティリスクをもたらしてとして米議会小委員会に報告が上がり、2013年3月、中国の国営企業・中国政府の影響下にある企業・中国政府から補助金を受けている企業が生産・製造・組み立てを行ったITシステムを政府系機関に導入することを禁止する法律が制定されました。
 法律はもろにHuaweiとZTEを狙ったもので、Huaweiはセキュリティリスクを否定した上で「保護政策だ」と反発しました。結局、議会ではHuawei製品にセキュリティリスクがあるという具体的な証拠は出てこなかったのですが、Huaweiの言い分は無視されることになりました。
 Huawei製品の輸入については全面的に禁止されたわけではなく、アメリカの企業が輸入しようと思えば輸入することはできる状態ですが、ほとんどの企業は政府の方針に従う形でHuawei製品を回避しています。
 Huaweiでは、2017年までにセールスを150億ドル(約1兆5000億円)まで拡大する予定としていましたが、100億ドル(約1兆円)に下方修正しました。すでに、アメリカ国内では配置された人員の整理が進んでおり、その分、ヨーロッパで人員数を増やしているとのこと。


---Dish abandons Sprint bid for now to focus on Clearwire---
By Sinead Carew
NEW YORK | Tue Jun 18, 2013 9:30pm EDT
http://www.reuters.com/article/2013/06/19/us-sprint-dish-softbank-idUSBRE95H1EM20130619

(Reuters) - Dish Network Corp said it would not make a new offer to buy No. 3 U.S. wireless provider Sprint Nextel in time for a Tuesday deadline and would instead focus on its tender offer for Clearwire Corp.

The decision may be good news for Japan's SoftBank Corp, which is also trying to buy Sprint. A purchase by SoftBank could provide Sprint with access to more capital that it could use to beef up its network and compete better.

Satellite TV provider Dish said in a statement that it was not practical for it to submit a revised offer on the June 18 deadline imposed by Sprint even though it "continues to see strategic value in a merger with Sprint."

Dish said it would consider its options with respect to Sprint without providing further details. While missing the deadline would make it more complicated for Dish to make a new offer, in theory Sprint would have to consider any new offers it gets ahead of a June 25 shareholder vote on the SoftBank deal.

The Dish decision was the latest turn in a takeover battle that started on April 15 when Dish - led by its chairman and founder, Charlie Ergen - offered to buy Sprint for $25.5 billion in a challenge to SoftBank.

Known for his aggressive tactics in deal-making, Ergen is looking to expand into the wireless market as Dish's traditional pay-TV business has been maturing.

SoftBank is controlled by billionaire founder Masayoshi Son, who is known as a risk-taker despite his country's normally cautious corporate culture. If SoftBank succeeds in buying Sprint, it would rank as the largest overseas acquisition by a Japanese company.

After Sprint shareholders said they preferred Dish's offer, SoftBank was forced to raise its bid for Sprint on June 10 to $21.6 billion from its previous offer of $20.1 billion. The revised deal would give SoftBank 78 percent ownership of Sprint compared with a 70 percent stake under its earlier offer.

SHAREHOLDER VOTE

Sprint accepted the latest SoftBank offer as it provides shareholders with more cash than the previous agreement. Sprint shareholders are due to vote on Sprint's agreement with SoftBank at a June 25 meeting.

While SoftBank's latest offer is an improvement for shareholders, it provides $3 billion less direct capital investment in Sprint itself than the previous offer. New Street analyst Jonathan Chaplin said in a research note earlier on Tuesday that he believes SoftBank will make large capital investments in Sprint after the deal is done.

Paulson & Co, Sprint's second-biggest shareholder, has already said it would vote for the latest SoftBank deal but other Sprint shareholders have said they wanted to hear Ergen's response before making a decision on the latest bid.

Sprint shares fell 11 cents, or 1.5 percent, to $7.21 in after-hours trading, suggesting that at least some shareholders appeared to lose hope for a higher bid after Dish's statement.

SoftBank shares rose 5 percent in Tokyo following the announcement.

Along with shareholder support, SoftBank still also needs approval for the deal from the U.S. telecommunications regulator, the Federal Communications Commission.

The Japanese mobile operator still expects to be able to close its deal with Sprint in early July, a SoftBank representative said. Sprint declined to comment on the Dish statement.

Dish said that it was unable to meet Sprint's deadline because of changes the wireless company made in its agreement with SoftBank, such as higher break-up fees that raised the hurdles for a Dish deal.

CLEARWIRE BATTLE

SoftBank, one of Japan's top mobile operators, has promised that Sprint would be able to save money on equipment such as smartphones by getting bulk-buy discounts from vendors.

SoftBank has also argued that it could bring Sprint valuable expertise in wireless technology, an area where Dish's Ergen has no experience.

Dish's promise was additional wireless spectrum that it has bought in recent years as well as the opportunity to expand its video services to cellphone users.

But even if SoftBank wins the Sprint deal, its battle with Ergen is not over as Dish is also fighting with Sprint to buy out the minority shareholders of Clearwire, which is already majority owned by Sprint.

The board of Clearwire - a small wireless provider with a vast trove of valuable wireless airwaves that both SoftBank and Dish want - last week recommended that its shareholders vote against Sprint's $3.40 per share offer at a June 24 meeting and instead urged them to accept Dish's tender offer to buy Clearwire shares for $4.40 each.

Sprint has filed a lawsuit against Dish and Clearwire over the Dish offer and Clearwire's recommendation.

Some analysts have said that if Dish fails to win Sprint it could use a minority ownership of Clearwire as a bargaining chip to help it forge an agreement with SoftBank either to buy spectrum or to create a network partnership.

While SoftBank has said that it would be happy for Sprint to just own a minority stake in Clearwire, it would forgo savings and some control if Clearwire remains a separate company with a separate board and a separate network.


---Sprint Sues Dish Seeking to Block Clearwire Acquisition---
By Jef Feeley & Scott Moritz - Jun 19, 2013 6:04 AM GMT+0900
http://www.bloomberg.com/news/2013-06-18/sprint-sues-dish-seeking-to-block-clearwire-acquisition.html

Sprint Nextel Corp. sued Dish Network Corp. (DISH) to block a buyout of Clearwire Corp. (CLWR), a maneuver intended to promote its sale to Japan’s SoftBank Corp. (9984) and repel a higher bid from Dish.

The suit is the latest salvo in a battle of billionaires pitting Charlie Ergen at Dish against Masayoshi Son of SoftBank, Japan’s third biggest mobile phone company. Sprint agreed last week to sell itself to SoftBank for $21.6 billion, spurning a $25.5 billion bid by Dish that Sprint has called not “actionable.”

Sprint and Dish are both trying to buy Bellevue, Washington-based Clearwire and its wireless network to bolster their ability to compete for U.S. mobile phone customers. Sprint, the No. 3 U.S. wireless carrier which owns slightly more than 50 percent of Clearwire, has offered $3.40 a share. Dish topped Sprint’s offer last week, offering $4.40 a share for all of Clearwire. Clearwire’s board has endorsed Dish’s bid.

“Sprint’s lawsuit is a transparent attempt to divert attention from its failure to deal fairly with Clearwire’s shareholders,” blocking them from getting a fair price for their shares, Dish spokesman Bob Toevs said in a statement. “Dish is confident that its superior offer will be upheld and Clearwire shareholders will be free to realize the 29 percent premium represented by the DISH offer.”
Dish’s Design

Sprint says Dish’s offer is designed to coerce Clearwire shareholders into handing over their shares “or else be left holding stock in a corporation that will be handicapped by unlawful corporate governance restrictions, onerous debt provisions and subject to massive monetary damages claims,” according to the suit, filed yesterday in state court in Wilmington, Delaware.

The offer for Clearwire by Dish, the Englewood, Colorado-based satellite-TV provider controlled by Ergen, values all of the shares in Clearwire, including a stake already held by Overland Park, Kansas-based Sprint, at about $6.5 billion.

Sprint said in its Delaware Chancery court suit that Dish executives were “successful in fooling Clearwire’s minority shareholders into voting against” Sprint’s offer in hopes of getting a higher price for their stock.

Mike DiGioia, a spokesman for Clearwire, said in an e-mail that the company doesn’t comment on pending litigation as a matter of policy.

Clearwire fell 1.5 percent to $4.56 in Nasdaq Stock Market trading today in New York. The shares have gained about 59 percent this year amid the bids and counterbids. Dish rose about 0.7 percent and Sprint gained about 1.4 percent.
Increased Bid

Sprint has been trying to buy the rest of Clearwire’s shares since December. It boosted its offer last month to $3.40 a share to satisfy a bloc of investors who oppose the deal. Sprint trails Verizon Wireless and AT&T Inc. (T) among U.S. wireless carriers.

SoftBank’s $21.6 billion offer has the backing of Sprint’s board and the wireless company’s second-largest investor, Paulson & Co. Son is “determined to be No. 1 in the world very soon in my industry,” he said in a speech last week. “You are lucky not to be my competitor.”

Ergen, the chairman and co-founder of the satellite-TV company, is angling for both Clearwire and Sprint as part of a plan to expand into wireless services. Institutional Shareholder Services Inc., the largest investor-advisory firm, has endorsed Dish’s Clearwire bid, citing the “significantly higher” cash amount and the board’s support for the offer.
Execute Plans

If Dish can buy the portion of Clearwire that Sprint doesn’t own, it could force the carrier to reconsider whether SoftBank is its best suitor, said Walt Piecyk, an analyst at BTIG LLC. Without full control of Clearwire and its valuable airwaves, Sprint won’t be able to execute on its plans for a fourth-generation network, he said.

“Sprint without Clearwire is a company without spectrum to do many of the 4G things they want to do,” said Piecyk, who is based in New York.

Sprint contends Dish’s bid for Clearwire is flawed because it depends on obtaining at least 25 percent of Clearwire’s shares and would let the satellite company appoint at least three directors to the board, according to court filings.

Handing over such governance rights to Dish would violate Delaware corporate law, Sprint’s lawyers said in the lawsuit.

Dish’s bid also runs afoul of an equity holders’ agreement forged in 2008 when Clearwire was created as a joint venture between Sprint and other companies, Sprint’s attorneys said in the suit. Accepting Dish’s offer would violate that accord, they added.

The case is Sprint Nextel Corp. (S) v. Dish Network Corp., Delaware Chancery Court (Wilmington).


---U.K. Security Watchdog Warns on Risk From China---
Jun 7, 2013Europe
By Ainsley Thomson
http://stream.wsj.com/story/latest-headlines/SS-2-63399/SS-2-247212/

The U.K. has left itself vulnerable to cyberattacks by allowing a Chinese telecommunications company to become a major player in Britain without adequate security checks, a parliamentary committee said.

LONDON-The U.K. has left itself vulnerable to cyberattacks and state-sponsored spying by allowing a Chinese company, Huawei Technologies Co., to become a major player in Britain’s telecommunications industry without adequate security checks, a parliamentary committee said Thursday.

The report by the Intelligence and Security Committee marks the second setback in as many months for the company in Europe, a market that has become more important as it runs into political roadblocks in the U.S. and elsewhere.

In May, the European Union said it planned to investigate the company over alleged unfair trade practices.

The U.K. Parliament’s security watchdog said it was “shocked” at the government’s failure to monitor Huawei’s activities and called its strategy for monitoring or reacting to cyberattacks “feeble at best.”

It noted that a system set up in 2010 in the U.K. to monitor Huawei’s activities is funded and run by the company itself-something it said should be changed. “A self-policing arrangement is highly unlikely either to provide, or to be seen to be providing, the required levels of security assurance,” the report said.

The committee of lawmakers is charged with scrutinizing the U.K.’s security service, secret intelligence service and government communications headquarters.

Most of the concern about Huawei-the world’s second-largest telecom-equipment vendor by revenue after AB L.M. Ericsson of Sweden-surrounds its perceived links to the Chinese government, it said.

The report said China is suspected of being one of the main perpetrators of state-sponsored cyberattacks in the U.K. It didn’t cite specifics, but the committee’s 2010-2011 annual report-parts of which were redacted-said the targets of suspected attacks were in government as well as industry.

“In this context, the alleged links between Huawei and the Chinese State are concerning, as they generate suspicion as to whether Huawei’s intentions are strictly commercial or are more political,” the report said.

In the U.S., Huawei has essentially been blocked from selling gear to major operators because of similar concerns. A congressional intelligence committee report concluded its presence posed a national-security threat.

Last year, the Australian government prevented Huawei from working on the rollout of the country’s high-speed broadband network.

Huawei, which was founded in 1987 by Ren Zhengfei, a former officer of the People’s Liberation Army, describes itself as a private, employee-owned company and denies direct links to the Chinese government or military. It operates in more than 140 countries and employs more than 150,000 people.

But the U.K. report-parts of which were also redacted-said there was a “lack of clarity about its financial structures.”

“Moreover, Huawei’s denial of links to the Chinese State is surprising, given that such links to the State are considered normal in China,” it said.

The report found that the process for considering national security issues when Huawei first became established in the U.K. in 2005 was “insufficiently robust,” and expressed shock that government officials had chosen not to inform the Secretary of State for Trade and Industry of potential security risks.

“We are not convinced that there has been any improvement since then in terms of an effective procedure for considering foreign investment in the critical national infrastructure,” the report said. It added that the difficulty of balancing economic competitiveness and national security had resulted in a stalemate.

In response, the government said that there are “security risks inherent to any sophisticated telecommunications network and system,” but insisted that the vetting process had been improved and updated since 2005.

“We now have governance structures and working practices in place which address these risks, including supply chain threats to the telecommunications infrastructure specifically, and escalation of decision-making processes as necessary.” a spokesman for the government said.

Huawei issued a statement saying it was willing to work with all governments in a completely open and transparent manner to reduce risks to cybersecurity.

“We have always committed to creating value for the economy, working closely with the U.K. government and our customers…to meet their requirements,” it said.

The committee also raised concerns about Huawei-run Cybersecurity Evaluation Centre-a testing system established in the U.K. in 2010 to monitor any risk Huawei poses to security, known as the Cell.

It “strongly recommended” that the staff in the Cell be replaced by government security staff. It also called for the country’s top security adviser, Sir Kim Darroch, to conduct an urgent review to determine why it is operating at a reduced capacity in terms of staff and remit, and whether it will be able to provide the level of security assurance required.

Huawei responded by calling the Cell one of the most advanced in the cybersecurity field globally.

One of its biggest British customers, BT, said it tests “third party equipment both before and after deployment to ensure there are no vulnerabilities,” and that no risks had been found.

“Our testing regime enables us to enjoy constructive relationships with many suppliers across the globe,” it said. “One of these is Huawei with whom we have had a long and constructive relationship since 2005.”

Other European countries have expressed concerns but generally don’t have outright bans. In France for instance, telecommunications executives say that the government generally discourages them from buying Chinese equipment for the core of their networks, but not for cellphone base stations and radio equipment.

Huawei and its Chinese competitor ZTE Corp. accounted for 23% of wireless-network spending in 2012 in Europe, Middle East and Africa, up from just 6.8% in 2007, according to the market-research firm Infonetics.

The EU is investigating whether the Chinese government is providing unfair subsidies to Huawei and ZTE, which could have allowed the companies to sell into the European market at unfair prices.

Huawei and ZTE have denied any dumping practices or receiving illegal state subsidies.

Huawei had held up its cooperation with the British government as a model. Last year Huawei said it would invest L1.3 billion ($2 billion) in the U.K. and add 500 jobs to its workforce in the country.

It also counts John Suffolk, former chief information officer for the U.K. government as its global cybersecurity officer. In a report written last fall, Mr. Suffolk called for increased regulation and greater cooperation between Huawei and governments of concerned countries.

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