* Sprint offers $2.90/share, 5 percent above Wednesday close

* Clearwire shares up 11 pct at $3.06 premarket, topping offer price

* Clearwire says reviewing the offer

* Deal requires nod from minority Clearwire shareholders, Softbank

(Adds Clearwire response, analyst comment, share price update)

By Himank Sharma and Sinead Carew

Dec 13 (Reuters) - Sprint Nextel Corp, the majority owner of Clearwire Corp, has offered $2.1 billion to buy the rest of the wireless service provider but it will likely have to offer more money in order to secure a deal.

Clearwire, which said it is reviewing the offer, saw its share jump more than 10 percent in early trade to $3.04, topping Sprint's $2.90 offer price and suggesting that shareholders were hoping for a higher bid.

The proposed price represents a 5 percent premium to Clearwire' closing stock price on Wednesday, but is 20 percent higher than the closing price on December 10, the day before news of a possible bid leaked.

Analysts said it is very unlikely Clearwire shareholders would accept Sprint's offer.

'It's trading slightly above the offer price, so you can imagine it will be difficult for the independent committee to settle for the $2.90 price,' Bernstein analyst Craig Moffett said.

Buying Clearwire would allow Sprint to take full control of the smaller company's spectrum holdings to bolster Sprint's wireless data services.

Wells Fargo analyst Jennifer Fritzsche said the valuation Sprint was offering for Clearwire compared poorly to other deals in the U.S. wireless industry that involved sales of wireless spectrum holdings.

Clearwire said in a regulatory filing on Thursday that it is currently in talks with Sprint regarding a 'potential strategic transaction' and that a special committee of its board of directors has been reviewing the potential deal.

Sprint owns more than 50 percent of Clearwire and the bid for the rest values the total company at around $4.2 billion.

Cash-strapped Clearwire, which also counts Sprint as its biggest customer, has long been seen by analysts as an acquisition target for Sprint.

The company, which has been looking to raise more financing to upgrade its network and to keep the business afloat, has said that it could run out of money in the third quarter of 2013.

A planned purchase of 70 percent of Sprint by Japanese mobile firm Softbank, with an associated capital infusion, would help Sprint finance a Clearwire buyout.

But some minority Clearwire shareholders -- including No. 2 shareholder Mount Kellet Capital Management LP and No. 4 Crest Financial Limited -- have expressed concerns over a deal with Sprint, suggesting that Clearwire should look at other options.

Between them, the two investment firms own nearly 15 percent of Clearwire's publicly traded shares and Sprint needs the approval of minority shareholders to proceed.

Crest and Mount Kellet did not immediately comment after the announcement.

On Tuesday, Crest Financial filed a lawsuit against the company and Sprint to try to thwart a deal.

Clearwire's other minority shareholders include Intel Corp and Comcast Corp who own around 12.4 percent between them. Sprint has been in discussions with those companies about purchasing their shares, according to people familiar with the matter.

Sprint, which is also Clearwire's biggest wholesale customer, had a 51.7 percent stake in Clearwire as of Dec. 11.

The offer also needs the approval of Japanese mobile company Softbank Corp and is contingent on the planned sale of 70 percent of Sprint to Softbank, Sprint said in the regulatory filing. (http://link.reuters.com/san64t)

(Additional reporting by Nadia Damouni in New York; Editing by Saumyadeb Chakrabarty, Rodney Joyce and Nick Zieminski) Keywords: CLEARWIRE OFFER/SPRINT

(Himank.Sharma@thomsonreuters.com)(within U.S. +1 646 223 8780 outside U.S. +91 80 4135 5310)(Reuters Messaging: himank.sharma.thomsonreuters.com@reuters.net)

COPYRIGHT

Copyright Thomson Reuters 2012. All rights reserved.

The copying, republication or redistribution of Reuters News Content, including by framing or similar means, is expressly prohibited without the prior written consent of Thomson Reuters.