(The following press release from Crest Financial was received by e-mail
and was reformatted. The sender verified the statement.)
FOR IMMEDIATE RELEASE:
Crest Financial Names John Quinn to Lead Trial, Mails Proxies to Block
Urges Holders to Vote AGAINST the Proposed Merger by Voting the GOLD Proxy Card
HOUSTON, May 6, 2013 - Crest Financial Limited, the largest minority
stockholder of Clearwire Corporation (NASDAQ: CLWR) with an ownership of 8.25%
of the Class A common stock of Clearwire, today formally began its campaign to
persuade Clearwire stockholders to reject the proposed merger with Sprint
Nextel Corporation by mailing its proxy statement to the Clearwire
stockholders. The proxy statement was cleared by the Securities and Exchange
Commission last Friday, Crest said.
Crest also announced that an experienced team of trial lawyers from Quinn
Emanuel Urquhart & Sullivan LLP, the largest U.S. law firm devoted solely to
business litigation, will prosecute Crest's claims against Sprint and Clearwire
in Delaware's Chancery Court. John B. Quinn, founder and managing partner of
Quinn Emanuel, will personally lead the trial team. Quinn Emanuel litigates
many of the biggest and most noteworthy business cases in the U.S., with a 90
percent winning record.
"As the controlling stockholders of Clearwire, Sprint owes fiduciary
duties-duties of loyalty and trust-which require it to protect the interests of
the company's minority stockholders," John Quinn said. "But instead of acting
consistent with those duties, Sprint is thumbing its nose at the other
stockholders and seeking to force a sale of Clearwire at a grossly inadequate
price. Clearwire directors are doing Sprint's bidding."
Quinn, the lead trial lawyer for Crest, added: "We expect that litigation will
result in a very substantial appraisal award or damage remedy to redress the
breaches of fiduciary duty by both Sprint and the Clearwire directors."
Crest opposes the Sprint-Clearwire merger because it believes that the Sprint
offer of $2.97 in cash per Clearwire share is grossly inadequate, that the
merger was structured in a way that unfairly disadvantages minority
stockholders, and that Clearwire would be better off if it remained a
"We are optimistic that the Clearwire stockholders will agree with us that the
Sprint offer is unfair and block the Sprint-Clearwire merger," said David K.
Schumacher, general counsel of Crest. "Just last Friday, four other large
minority stockholders owning 18.2% of Clearwire's Class A common stock
announced their agreement to oppose the Sprint-Clearwire merger. The immense
value of the wireless spectrum owned by Clearwire should benefit all Clearwire
stockholders and should not be handed over on the cheap to Sprint, its
Schumacher added, "We will pursue all litigation avenues and all available
Crest has 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 minority stockholders. Other stockholders, including Aurelius
Capital Management, have also filed suit. Crest has also petitioned the Federal
Communications Commission 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 interest.
"The battle for Clearwire has just begun," Crest wrote to stockholders in its
letter transmitting its proxy materials. "Clearwire's choice is not between
doing nothing and accepting a grossly inadequate Sprint deal. Rather,
Clearwire's own management has presented the most promising path to maximizing
stockholder value-the MCC business plan, in which Clearwire would provide
service to multiple wholesale customers in addition to Sprint. We believe that
the necessary financing to enable Clearwire to pursue the MCC business plan is
"Everyone involved in these interlocking proposals and transactions-SoftBank,
Sprint, DISH, and other potential bidders-recognizes that the real prize is
Clearwire and its spectrum assets. And yet the Clearwire Board of Directors has
managed to negotiate a Merger Agreement that transfers all value and leverage
to Sprint instead of preserving them for all Clearwire stockholders," Crest's
letter states. "Only a vote 'AGAINST' the Sprint-Clearwire Merger will send a
firm message to the Clearwire Board of Directors and Sprint that they owe
fiduciary duties to all Clearwire stockholders-not just to Sprint."
D.F. King & Co, Inc. has been retained by Crest to assist it in the
solicitation of proxies in opposition to the merger. If stockholder have any
questions or need assistance in voting the GOLD proxy card, please call D.F.
King & Co. at (800) 949-2583. The proxy statement and cover letter can be found
About Crest Financial Limited
Crest Financial Limited ("Crest") is a limited partnership under the laws of
the State of Texas. Its principal business is investing in securities.
Important Legal Information
In connection with the proposed merger of Clearwire with Sprint Nextel
Corporation (the "Proposed Sprint Merger"), Crest and other persons (the
"Participants") have filed a definitive proxy statement with the U.S.
Securities and Exchange Commission ("SEC"). The definitive proxy statement will
be mailed to the stockholders of Clearwire on or about May 6, 2013.
SECURITYHOLDERS OF CLEARWIRE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT,
WHICH IS AVAILABLE NOW, AND THE PARTICIPANTS' OTHER PROXY MATERIALS FILED WITH
THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS, CLEARWIRE AND THE
PROPOSED SPRINT MERGER. The definitive proxy statement and all other proxy
materials filed with the SEC are available at no charge on the SEC's website at
http://www.sec.gov. In addition, the definitive proxy statement is also
available at no charge on the website of the Participants' proxy solicitor at
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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