Clearwire Corporation Provides Transaction Update
BELLEVUE, Wash., Feb. 1, 2013 (GLOBE NEWSWIRE) -- Clearwire (NASDAQ: CLWR)
today announced that it has filed a preliminary proxy statement in connection
with its definitive agreement with Sprint Nextel Corporation ("Sprint") for
Sprint to acquire the approximately 50 percent stake in Clearwire that it does
not already own for $2.97 per share (the "Sprint Agreement"). The background
section of the proxy statement describes the Company's extensive review of
strategic alternatives to maximize stockholder value over the past few years.
As previously disclosed on January 8, 2013, Clearwire received an unsolicited,
non-binding proposal (the "DISH Proposal") from DISH Network Corporation
("DISH"). The DISH Proposal provides for DISH to purchase certain spectrum
assets from Clearwire, enter into a commercial agreement with Clearwire and
acquire up to all of Clearwire's common stock for $3.30 per share (subject to
minimum ownership of at least 25% and granting of certain governance rights)
and provide Clearwire with financing on specified terms. The DISH Proposal is
only a preliminary indication of interest and is subject to numerous, material
uncertainties and conditions, including the negotiation of multiple
contractual arrangements being requested by DISH (some of which, as currently
proposed, may not be permitted under the terms of Clearwire's current legal
and contractual obligations) as well as regulatory approvals.
In connection with the Sprint Agreement, Clearwire and Sprint also entered
into agreements that provide up to $800 million of additional financing to
Clearwire in the form of exchangeable notes, which will be exchangeable under
certain conditions for Clearwire common stock at $1.50 per share, subject to
adjustment under certain conditions (the "Sprint Financing Agreements"). Under
the Sprint Financing Agreements, Sprint has agreed to purchase, at Clearwire's
option, $80 million of exchangeable notes per month for up to 10 months.
As previously disclosed on January 8, 2013, Clearwire did not take the initial
draw under the Sprint Financing Agreements as DISH indicated that its
preliminary proposal would be withdrawn were Clearwire to draw on the
financing. In order to allow the Special Committee to continue to evaluate the
DISH Proposal, at the direction of the Special Committee, Clearwire has not
taken the February $80 million draw. The Special Committee has not made any
determination with respect to any future draws under the Sprint Financing
Also, under the terms of the Sprint Financing Agreements, Sprint is only
obligated to provide financing for the last three draws (in August, September
and October 2013) if an agreement has been reached between Sprint and
Clearwire on the accelerated build out of Clearwire's wireless broadband
network by January 31, 2013. Although the parties have not come to an
agreement on the accelerated build out, Clearwire and Sprint have amended the
Sprint Financing Agreements to extend the date by which agreement on the
accelerated build out must be reached to February 28, 2013 for the Company to
be able to take the last three draws.
The Special Committee will, consistent with its fiduciary duties and in
consultation with its independent financial and legal advisors, continue to
evaluate the DISH Proposal and engage in discussions with each of DISH and
Sprint, as appropriate. The Special Committee has not made any determination
to change its recommendation of the current Sprint transaction.
The Special Committee and Clearwire will pursue the course of action that it
believes is in the best interests of Clearwire's non-Sprint Class A
stockholders. Neither Clearwire nor the Special Committee has any further
comment on this matter at this time.
Evercore Partners is acting as financial advisor and Kirkland & Ellis LLP is
acting as counsel to Clearwire. Centerview Partners is acting as financial
advisor and Simpson Thacher & Bartlett LLP and Richards, Layton & Finger, P.A.
are acting as counsel to Clearwire's Special Committee.
Clearwire Corporation (NASDAQ:CLWR), through its operating subsidiaries, is a
leading provider of 4G wireless broadband services offering services in areas
of the U.S. where more than 130 million people live. The company holds the
deepest portfolio of wireless spectrum available for data services in the U.S.
Clearwire serves retail customers through its own CLEAR^® brand as well as
through wholesale relationships with some of the leading companies in the
retail, technology and telecommunications industries, including Sprint and
NetZero. The company is constructing a next-generation 4G LTE Advanced-ready
network to address the capacity needs of the market, and is also working
closely with the Global TDD-LTE Initiative to further the TDD-LTE ecosystem.
Clearwire is headquartered in Bellevue, Wash. Additional information is
available at http://www.clearwire.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of
the securities laws. The words "may," "could," "should," "estimate,"
"project," "forecast," "intend," "expect," "anticipate," "believe," "target,"
"plan," "providing guidance" and similar expressions are intended to identify
information that is not historical in nature.
This press release contains forward-looking statements relating to the
proposed merger and related transactions (the "transaction") between Sprint
and Clearwire. All statements, other than historical facts, including
statements regarding the expected timing of the closing of the transaction;
the ability of the parties to complete the transaction considering the various
closing conditions; the expected benefits and synergies of the transaction;
the competitive ability and position of Sprint and Clearwire; and any
assumptions underlying any of the foregoing, are forward-looking statements.
Such statements are based upon current plans, estimates and expectations that
are subject to risks, uncertainties and assumptions. The inclusion of such
statements should not be regarded as a representation that such plans,
estimates or expectations will be achieved. You should not place undue
reliance on such statements. Important factors that could cause actual results
to differ materially from such plans, estimates or expectations include, among
others, any conditions imposed in connection with the transaction, approval of
the transaction by Clearwire stockholders, the satisfaction of various other
conditions to the closing of the transaction contemplated by the merger
agreement, and other factors discussed in Clearwire's and Sprint's Annual
Reports on Form 10-K for their respective fiscal years ended December 31,
2011, their other respective filings with the U.S. Securities and Exchange
Commission (the "SEC") and the proxy statement and other materials that will
be filed with the SEC by Clearwire in connection with the transaction. There
can be no assurance that the transaction will be completed, or if it is
completed, that it will close within the anticipated time period or that the
expected benefits of the transaction will be realized.
Additional Information and Where to Find It
In connection with the transaction, Clearwire has filed a Rule 13e-3
Transaction Statement and a preliminary proxy statement with the SEC. When
completed, a definitive proxy statement and a form of proxy will be mailed to
the Clearwire's stockholders. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CLEARWIRE AND
THE TRANSACTION. Investors and security holders may obtain free copies of
these documents (and, when available, will be able to obtain a copy of the
definitive proxy statement) and other documents filed with the SEC at the
SEC's web site at www.sec.gov. In addition, the documents filed by Clearwire
with the SEC may be obtained free of charge by contacting Clearwire at
Clearwire, Attn: Investor Relations, (425) 505-6494. Clearwire's filings with
the SEC are also available on its website at www. clearwire.com.
Participants in the Solicitation
Clearwire and its officers and directors and Sprint and its officers and
directors may be deemed to be participants in the solicitation of proxies from
Clearwire stockholders with respect to the transaction. Information about
Clearwire officers and directors and their ownership of Clearwire common
shares is set forth in the proxy statement for Clearwire's 2012 Annual Meeting
of Stockholders, which was filed with the SEC on April 30, 2012. Information
about Sprint officers and directors is set forth in Sprint's Annual Report on
Form 10-K for the year ended December 31, 2011, which was filed with the SEC
on February 27, 2012. Investors and security holders may obtain more detailed
information regarding the direct and indirect interests of the participants in
the solicitation of proxies in connection with the transaction by reading the
preliminary and definitive proxy statements regarding the transaction, which
will be filed by Clearwire with the SEC.
CONTACT: Media Contacts:
Susan Johnston, (425) 505-6178
JLM Partners for Clearwire
Mike DiGioia or Jeremy Pemble, (206) 381-3600
firstname.lastname@example.org or email@example.com
Joele Frank, Wilkinson Brimmer Katcher for Clearwire
Joele Frank or Andy Brimmer, (212) 355-4449
Alice Ryder, (425) 505-6494
MacKenzie Partners for Clearwire
Dan Burch or Laurie Connell, (212) 929-5500
firstname.lastname@example.org or email@example.com
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