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SoftBank Provides Sprint with Waiver under Merger Agreement

  SoftBank Provides Sprint with Waiver under Merger Agreement

Business Wire

TOKYO -- April 29, 2013

SoftBank Corp. (TSE: 9984) (“SoftBank”) today confirmed that at the request of
the Special Committee formed by the Board of Directors of Sprint Nextel Corp.
(NYSE: S) (“Sprint”), it has provided Sprint with a limited waiver of certain
provisions of the merger agreement between the companies. The waiver will
enable Sprint to enter into a non-disclosure agreement with DISH Network
Corporation (NASDAQ: DISH) (“DISH”) in order to receive confidential
information from DISH, and to conduct discussions with DISH solely for the
purpose of clarifying and obtaining further information from DISH regarding
its preliminary proposal made on April 15, 2013. The waiver does not permit
Sprint to provide non-public information to DISH nor does it enable Sprint to
enter into negotiations with DISH. Such actions may be taken by Sprint only in
accordance with the Sprint-SoftBank merger agreement.

SoftBank remains highly confident that its fully executed merger agreement
with Sprint, under which it has already provided Sprint with $3.1 billion of
capital, provides the shareholders of Sprint significantly more value than the
highly leveraged approach made by DISH on April 15th. SoftBank remains
committed to completing its transaction on the terms previously disclosed. The
company anticipates closing on July 1, 2013 or as soon as possible thereafter,
subject to satisfaction of closing conditions, including receipt of all
necessary regulatory approvals.

Cautionary Statement Regarding Forward Looking Statements

This document 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 document contains forward-looking statements relating to the proposed
transactions between Sprint Nextel Corporation (“Sprint”) and SoftBank Corp.
(“SoftBank”) and its group companies, including Starburst II, Inc. (“Starburst
II”), pursuant to a merger agreement and the proposed acquisition by Sprint of
Clearwire Communications LLC (“Clearwire”). All statements, other than
historical facts, including, but not limited to, statements regarding the
expected timing of the closing of the transactions; the ability of the parties
to complete the transactions considering the various closing conditions; the
expected benefits of the transactions such as improved operations, enhanced
revenues and cash flow, growth potential, market profile and financial
strength; the competitive ability and position of SoftBank or Sprint; 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, that (1) there may be a material adverse change of SoftBank; (2) the
proposed financing may involve unexpected costs, liabilities or delays or may
not be completed on terms acceptable to SoftBank, if at all; and (3) other
factors as detailed from time to time in Sprint’s, Starburst II’s and
Clearwire’s filings with the Securities and Exchange Commission (“SEC”),
including Sprint’s and Clearwire’s Annual Reports on Form 10-K for the year
ended December 31, 2012, and other factors set forth in the proxy
statement/prospectus contained in Starburst II’s Registration Statement on
Form S-4, as amended, and in other materials that will be filed by Sprint,
Starburst II and Clearwire in connection with the transactions, which are
available on the SEC’s web site (www.sec.gov ). There can be no assurance that
the transactions will be completed, or if completed, that such transactions
will close within the anticipated time period or that the expected benefits of
such transactions will be realized.

All forward-looking statements contained in this document and the documents
referenced herein are made only as of the date of the document in which they
are contained, and none of Sprint, SoftBank or Starburst II undertakes any
obligation to update any forward-looking statement to reflect events or
circumstances after the date on which the statement is made or to reflect the
occurrence of unanticipated events except as required by law. Readers are
cautioned not to place undue reliance on any of these forward-looking
statements.

Additional Information and Where to Find It

In connection with the proposed strategic combination, Starburst II has filed
with the SEC a Registration Statement on Form S-4 which includes a proxy
statement of Sprint, and that also constitutes a prospectus of Starburst II.
Sprint will mail the proxy statement/prospectus to its stockholders. INVESTORS
ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. The proxy statement/prospectus, as well as other
filings containing information about Sprint, SoftBank and Starburst II, is
available, free of charge, from the SEC’s web site (www.sec.gov ). Sprint’s
SEC filings in connection with the transaction also may be obtained, free of
charge, from Sprint’s web site (www.sprint.com ) under the tab “About Us -
Investors” and then under the heading “Documents and Filings - SEC Filings,”
or by directing a request to Sprint, 6200 Sprint Parkway, Overland Park,
Kansas 66251, Attention: Shareholder Relations or (913) 794-1091. Starburst
II’s SEC filings in connection with the transaction also may be obtained, free
of charge, by directing a request to SoftBank, 1-9-1 Higashi-Shimbashi,
Minato-ku, Tokyo 105-7303, Japan; telephone: +81.3.6889.2290; e-mail:
ir@softbank.co.jp.

Participants in the Merger Solicitation

The respective directors, executive officers and employees of Sprint,
SoftBank, Starburst II and other persons may be deemed to be participants in
the solicitation of proxies in respect of the transaction. Information
regarding Sprint’s directors and executive officers is available in its Annual
Report on Form 10-K for the year ended December 31, 2012. Other information
regarding the interests of such individuals as well as information regarding
Starburst II’s directors and executive officers and prospective directors and
executive officers is available in the proxy statement/prospectus. These
documents can be obtained free of charge from the sources indicated above.
This communication shall not constitute an offer to sell or the solicitation
of an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.

Contact:

Japan:
SoftBank Press office
+ 81 3 6889 2300
US:
Jim Barron, +1-212-687-8080
Megan Bouchier +1-415-618-8750
Paul Kranhold +1-415-618-8750
 
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