Crest Files Proxy Statement to Oppose Sprint-Clearwire Merger
HOUSTON, April 10, 2013
HOUSTON, April 10, 2013 /PRNewswire/ --Crest Financial Limited, the largest
minority shareholder of Clearwire Corporation (NASDAQ: CLWR), today filed a
preliminary proxy statement that, when cleared by the Securities and Exchange
Commission, will be used to urge Clearwire stockholders to reject the proposed
merger with Sprint Nextel Corporation.
In the preliminary proxy statement, Crest reiterates that it opposes the
Sprint-Clearwire merger because it believes that "it would be better for
Clearwire to remain a stand-alone company" because the Sprint offer of $2.97
in cash per share is inadequate – based on several measures – and was devised
in a way that unfairly disadvantages minority stockholders.
"A vote 'AGAINST' each of the Clearwire Special Meeting Proposals would send a
firm message to the Clearwire Board and Sprint that Clearwire must pursue a
business strategy that creates value for all Clearwire stockholders – not just
Sprint," the preliminary proxy statement says.
Crest has hired the proxy-solicitation firm D. F. King & Co., Inc. to help it
oppose the proposed Sprint-Clearwire merger. Crest has also filed a lawsuit in
Delaware against Sprint, Clearwire and the directors of Clearwire because
Crest believes that the defendants breached their fiduciary duties by scheming
to extract value from Clearwire at the expense of the minority stockholders.
In addition, Crest has petitioned the Federal Communications Commission in
Washington, D.C., to stop the proposed Softbank-Sprint and Sprint-Clearwire
mergers because they would treat minority stockholders of Clearwire unfairly
and the mergers would not be in the public's best interest.
"The filing of Crest's proxy statement is the next step in our ongoing effort
to block Sprint's unfair merger offer and we are optimistic that we can do
so," said David Schumacher, general counsel of Crest. "We look forward to the
SEC clearing our preliminary proxy statement so that we can begin educating
Clearwire shareholders in earnest about the disadvantages of the Sprint offer
and the alternative future for Clearwire and its valuable trove of wireless
The preliminary proxy statement can be found at http://www.dfking.com/clwr.
About Crest Financial Limited
Crest Financial Limited is a limited partnership under the laws of the State
of Texas. Its principal business is investing in securities.
Important Legal Information
On April 10, 2013, Crest Financial Limited and Crest Investment Company
(collectively, the "Participants") filed with the Securities and Exchange
Commission (the "SEC") a preliminary proxy statement and accompanying proxy
card relating to Participants' intention to solicit proxies from the
stockholders of Clearwire Corporation ("Clearwire") in connection with a
special meeting of such stockholders to be held to vote upon the proposed
transaction between Clearwire and Sprint-Nextel Corporation (the "Preliminary
Proxy Statement"). The Preliminary Proxy Statement is available at no charge
on the website of the Participant's proxy solicitor at
http://www.dfking.com/clwr and on the SEC's website at http://www.sec.gov. The
Participants intend to file with the SEC a definitive proxy statement and
accompanying proxy card in connection with such proxy solicitation. When
completed, any such definitive proxy statement and proxy card will be
furnished to some or all of the stockholders of Clearwire and will, along with
other relevant documents, be available at no charge on the website of the
Participant's proxy solicitor at http://www.dfking.com/clwr and on the SEC's
web site at http://www.sec.gov. In addition, the Participants will provide
copies of the definitive proxy statement and accompanying proxy card (when
available) at no charge upon request. Information relating to the Participants
in such proxy solicitation is contained in the Preliminary Proxy Statement.
STOCKHOLDERS OF CLEARWIRE ARE ADVISED TO READ THE PRELIMINARY PROXY STATEMENT,
WHICH IS AVAILABLE NOW, AND ANY DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE
PARTICIPANTS IN ANY SUCH SOLICITATION.
Certain statements contained herein are forward-looking statements including,
but not limited to, statements that are predications of or indicate future
events, trends, plans or objectives. Undue reliance should not be placed on
such statements because, by their nature, they are subject to known and
unknown risks and uncertainties. Forward-looking statements are not guarantees
of future activities and are subject to many risks and uncertainties. Due to
such risks and uncertainties, actual events may differ materially from those
reflected or contemplated in such forward-looking statements. Forward-looking
statements can be identified by the use of the future tense or other
forward-looking words such as "believe," "expect," "anticipate," "intend,"
"plan," "should," "may," "will," believes," "continue," "strategy," "position"
or the negative of those terms or other variations of them or by comparable
SOURCE Crest Financial Limited
Contact: Jeffrey Birnbaum, (202)661-6367, JBirnbaum@BGRPR.com
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