Crest Financial Urges Clearwire to Shun Sprint's "Coercive" Terms
HOUSTON, April 23, 2013
HOUSTON, April 23, 2013 /PRNewswire-USNewswire/ -- Crest Financial Limited,
the largest minority stockholder of Clearwire Corporation (NASDAQ: CLWR),
today wrote a letter to Clearwire's board detailing in stark terms the damage
that Crest believes Clearwire is doing to itself and its stockholders by
refusing financing and spectrum-purchase offers from companies other than
Sprint Nextel Corporation.
"Clearwire's crown jewel is its spectrum, and you, the Clearwire Board, are
letting Sprint seize it for a grossly inadequate price and through an unfair,
coercive process," David K. Schumacher, General Counsel of Crest, wrote to
Clearwire's board today. "By abandoning your independent build-out plans,
tying yourself to Sprint, tightening the noose by taking Sprint's coercive
debt, crying wolf about potential insolvency and failing to take the lifeline
offered by Crest, Aurelius, and others, you have converted fair value for
Clearwire into a super-premium for Sprint. This offends, indeed defies, every
tenet of fiduciary duty."
The letter asserts that "the value of the Company's spectrum is apparent to
all—particularly SoftBank and Sprint." The letter adds: "Our own independent
studies show that the Company's valuation falls in a range of between $9.54
and $15.50 per share."
In the meantime, Crest, an investment company in Houston, urged Clearwire's
board to consider the debt financing offers from Crest and Aurelius Capital
Management LP, both of which it said are more favorable and less "coercive" to
Clearwire and its stockholders than is Sprint's financing program. It also
pressed Clearwire's board to seriously examine proposals by Verizon and DISH
Network to purchase some of Clearwire's valuable spectrum.
"Instead of engaging with DISH on its offer to purchase spectrum, you
dismissed it as 'preliminary' even as you rushed straight into Sprint's
headlock. You resisted even after DISH formalized its offer, and DISH was
forced to bid for Sprint. Instead of entertaining serious offers of
alternative, noncoercive debt from Crest and Aurelius, you acquiesced to
Sprint's objection to you getting a better financing deal from elsewhere,"
Schumacher wrote to Clearwire's board. "You have acted at all times to deliver
all the value of Clearwire not to its stockholders but to Sprint alone."
The letter added: "You have allowed Sprint to hamstring your ability to act in
the best interests of the Company and its shareholders other than Sprint."
Crest ended the letter by stating that if Sprint, aided by the lock-up of 13%
of Clearwire's shares through an improper voting agreement, prevails in the
vote of minority stockholders, Crest will advance its cause in court.
Crest has also 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.
Crest's letter to Clearwire's board can be found at
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
CREST FINANCIAL LIMITED AND OTHER PERSONS MAY BE DEEMED TO BE PARTICIPANTS
(THE "PARTICIPANTS") IN A SOLICITATION OF PROXIES IN RESPECT OF THE PROPOSED
MERGER OF CLEARWIRE WITH SPRINT NEXTEL CORPORATION. THE PARTICIPANTS HAVE
FILED A PRELIMINARY PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE
COMMISSION ("SEC").THE PRELIMINARY PROXY STATEMENT IS AVAILABLE AT NO CHARGE
ON THE WEBSITE OF THE PARTICIPANTS' 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 THE ISSUER AND WILL, ALONG
WITH OTHER RELEVANT DOCUMENTS, BE AVAILABLE AT NO CHARGE ON THE WEBSITE OF THE
PARTICIPANTS' PROXY SOLICITOR AT HTTP://WWW.DFKING.COM/CLWR AND ON THE SEC'S
WEBSITE 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 THE ISSUER 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
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