Crest Financial Takes First Step to Perfect Appraisal Rights of Clearwire
Glass, Lewis Agrees with Crest to Reject Sprint-Clearwire Merger
Crest Recommends That All Holders Vote "AGAINST" Merger Proposal
HOUSTON, May 10, 2013
HOUSTON, May 10, 2013 /PRNewswire/ --Crest Financial Limited, the largest of
the independent, minority stockholders of Clearwire Corporation (NASDAQ:
CLWR), has told its brokerage firms to take all necessary steps to perfect
Crest's rights under Section 262 of the Delaware General Corporation Law to
seek appraisal for the common stock of Clearwire Corporation that it
The Delaware law permits Clearwire shareholders electing to exercise their
appraisal rights to ask the Delaware Court of Chancery to determine the fair
value of their Clearwire common stock if the Sprint-Clearwire merger is
consummated and certain other conditions are satisfied.The law states that a
Clearwire stockholder that votes FOR the Sprint-Clearwire merger cannot elect
to exercise its appraisal rights.
David Schumacher, general counsel of Crest, said: "Crest will vote AGAINST
the proposed Sprint-Clearwire merger. We are taking this action today to
preserve our rights to an appraisal by the Delaware court. The law prevents
Clearwire stockholders that vote FOR the merger from seeking fair value for
their shares through an appraisal action. Therefore, those Clearwire
shareholders that vote FOR the merger will not be able to participate in, or
benefit from, a recovery in any appraisal action. We are optimistic that the
court will decide that the fair value of Clearwire's common stock is
significantly higher than the $2.97-a-share that Sprint is offering for it."
Crest has long argued that the price Sprint Nextel Corporation is offering to
pay Clearwire stockholders for their shares is highly 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
Crest also commended Glass, Lewis & Co., a leading proxy advisory firm, for
its recommendation urging that Clearwire stockholders vote against the
proposed merger with Sprint. Crest said is strongly disagreed with the view of
ISS that the Sprint-Clearwire merger should succeed.
Schumacher said: "Crest Financial strongly disagrees with the recommendation
of ISS. As we have said and, we believe, demonstrated, Clearwire would be far
stronger and would provide more value for its shareholders if were to remain a
stand-alone company. We believe that Clearwire's board and management have
agreed to sell Clearwire at a price that significantly undervalues Clearwire's
spectrum assets and they have not acted in the best interests of Clearwire's
stockholders other than Sprint.
"In sharp contrast, Glass, Lewis & Co., an important proxy advisory firm,
agrees with Crest that Sprint's offer is not the best possible alternative
available to Clearwire and its shareholders, that Sprint's offer undervalues
Clearwire and that stockholders of Clearwire should reject the Sprint merger
offer. We are particularly baffled by ISS's analysis regarding the actions of
the Clearwire board in seeking alternatives when Charlie Ergen of DISH
Network, who provided Clearwire with a possible alternative to the Sprint
transaction, yesterday characterized DISH's dealings with the Clearwire board
as a game of 'Whac-a-Mole,' in which 'every time we answered a question,
something else popped up.'"
Masayoshi Son, Chief Executive of SoftBank, has made a number of public
statements recently regarding the SoftBank-Sprint merger and the
Sprint-Clearwire merger. It was reported in a Dow Jones Newswire story that
Son would not expect Sprint to allow Clearwire's board to consider bankruptcy
and that Sprint would continue to finance Clearwire after a negative vote.
Following this report, Crest's Schumacher said: "Crest firmly believes that
the Clearwire board must act in the best interests of all Clearwire
shareholders. We believe that Son's statements demonstrate that, if the
Clearwire shareholders reject the Sprint-Softbank merger, SoftBank and Sprint
intend to use Sprint's position as Clearwire's majority shareholder to make
decisions regarding the future of Clearwire that are in the best interests of
only Sprint and SoftBank and not in the best interests of all Clearwire
shareholders. If Clearwire's shareholders reject the Sprint-Clearwire merger
as we expect, Crest will aggressively protect its rights as a minority
shareholder in Clearwire."
Schumacher concluded: "Crest will continue to aggressively wage its proxy
fight against the Sprint-Clearwire merger. We are extremely pleased with the
number of holders who have reached out to us in support of our efforts. Over
the next week, Crest looks forward to speaking to all holders to urge them to
use the GOLD proxy card and vote "AGAINST" the Sprint-Clearwire merger."
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 can be found at
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 http://www.dfking.com/clwr.
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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