Clearwire Reminds Stockholders to Vote the White Proxy Card Today
Reiterates Recommendations of Two Leading Proxy Advisory Firms – ISS and
to Vote 'FOR' Proposed Transaction with Sprint
Transaction Delivers Fair, Attractive and Certain Value
Urges Stockholders to Vote TODAY
BELLEVUE, Wash., May 16, 2013 (GLOBE NEWSWIRE) -- Clearwire (Nasdaq:CLWR)
("Clearwire" or the "Company") today issued the following open letter to
Dear Clearwire Stockholder:
Time is short, as the Clearwire Special Meeting of Stockholders is just days
away. The proposed Sprint transaction delivers fair, attractive and certain
value and Clearwire's Board of Directors unanimously recommends that
stockholders vote "FOR" the Sprint transaction on the WHITE proxy card
TWO LEADING PROXY ADVISORY FIRMS RECOMMEND THAT CLEARWIRE STOCKHOLDERS VOTE
'FOR' PROPOSED TRANSACTION WITH SPRINT
In its May 10, 2013, report Institutional Shareholder Services concluded:*
"The current [Sprint] offer falls within an appropriate valuation range as
determined by evaluating independent analyst price targets, relative share
price premia, and precedent transactions for similar spectrum...a vote FOR
the transaction is warranted."
Egan-Jones came to a similar conclusion in its May 12, 2013, report:* "We
believe that the proposed transaction represents what is currently the best
available strategic alternative for shareholders...[Egan-Jones] recommend[s]
that clients holding shares of CLEARWIRE CORPORATION vote "FOR" this
Proposal provided in the WHITE proxy card provided by the management."
THE OFFER PRICE REPRESENTS A FAIR, ATTRACTIVE AND CERTAIN VALUE TO CLEARWIRE
Over the course of the previous year, Clearwire's stock has been as low as
$0.83. The proposed $2.97 per share offer price equates to a total payment
to Clearwire minority stockholders of approximately $2.2 billion,
*130% premium to Clearwire's closing share price on October 10, 2012, the
day prior to speculation regarding Clearwire's involvement in the
SoftBank-Sprint merger negotiations
*40% premium to the closing share price on November 20, 2012, the day
before Clearwire received Sprint's $2.60 per share initial non-binding
indication of interest
*31% premium to the price received by Google for its Clearwire Common Stock
on March 1, 2012
*117% premium to the price received by Time Warner for its Clearwire Common
Stock on October 3, 2012
In addition, Comcast, Intel, and Bright House Networks – which together own
~13% of Clearwire's voting shares, or ~26% of non-Sprint voting shares – all
significant Clearwire stockholders, have pledged to vote their shares in
support of the transaction.
TRANSACTION FOLLOWS A MULTI-YEAR STRATEGIC REVIEW THAT INCLUDED THE EVALUATION
OF NUMEROUS ALTERNATIVES
Clearwire's board and management undertook an extensive, two-year process to
explore strategic and financial alternatives, and Clearwire board's Special
Committee, with its own independent advisors, carefully examined numerous
alternatives to the Sprint proposal. Following the completion of this
rigorous process, both the Special Committee and the entire board of
directors unanimously determined that the Sprint transaction was the best
alternative for Clearwire's stockholders.
MAXIMIZE THE VALUE OF YOUR INVESTMENT IN CLEARWIRE –
VOTE "FOR" THE SPRINT TRANSACTION ON THE WHITE PROXY CARD TODAY
The Clearwire board unanimously recommends that you vote your shares FOR all
of the proposals relating to the proposed transaction with Sprint by
returning the WHITE proxy card with a "FOR" vote for all proposals.
If stockholders do not approve the proposals related to the proposed
combination, there is no assurance that your shares of Clearwire common
stock will be able to be sold for the same or greater value in the future.
If you previously submitted a gold proxy card, we urge you to cast your vote
as instructed on the WHITE proxy card as soon as you receive it. A vote on
the WHITE proxy card will revoke any earlier dated proxy card that was
submitted, including any white proxy card.
Thank you for your continued support.
If you have any questions, require assistance with voting your WHITEproxy
or need additional copies of the proxy materials, please contact:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
(212) 929-5500 (Call Collect)
TOLL-FREE (800) 322-2885
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
merger and related transactions (the "transaction") between Sprint and
Clearwire. All statements, other than historical facts, including statements
regarding the expected timing of the closing of the transaction; the ability
of the parties to complete the transaction considering the various closing
conditions; the expected benefits and efficiencies of the transaction; the
competitive ability and position of Sprint and Clearwire; 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, any conditions imposed in connection with the transaction, approval of
the transaction by Clearwire stockholders, the satisfaction of various other
conditions to the closing of the transaction contemplated by the merger
agreement, and other factors discussed in Clearwire's and Sprint's Annual
Reports on Form 10- K for their respective fiscal years ended December 31,
2012, their other respective filings with the U.S. Securities and Exchange
Commission (the "SEC") and the proxy statement and other materials that have
been or will be filed with the SEC by Clearwire in connection with the
transaction. There can be no assurance that the transaction will be completed,
or if it is completed, that it will close within the anticipated time period
or that the expected benefits of the transaction will be realized.
Clearwire does not undertake 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.
Readers are cautioned not to place undue reliance on any of these
Additional Information and Where to Find It
In connection with the transaction, Clearwire has filed a Rule 13e-3
Transaction Statement and a definitive proxy statement with the SEC. The
definitive proxy statement has been mailed to the Clearwire's stockholders.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY
STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT CLEARWIRE AND THE TRANSACTION. Investors and security
holders may obtain free copies of these documents and other documents filed
with the SEC at the SEC's web site at www.sec.gov. In addition, the documents
filed by Clearwire with the SEC may be obtained free of charge by contacting
Clearwire at Clearwire, Attn: Investor Relations, (425) 505-6494. Clearwire's
filings with the SEC are also available on its website at www.clearwire.com.
Participants in the Solicitation
Clearwire and its officers and directors and Sprint and its officers and
directors may be deemed to be participants in the solicitation of proxies from
Clearwire stockholders with respect to the transaction. Information about
Clearwire officers and directors and their ownership of Clearwire common
shares is set forth in the definitive proxy statement for Clearwire's Special
Meeting of Stockholders, which was filed with the SEC on April 23, 2013.
Information about Sprint officers and directors is set forth in Sprint's
Annual Report on Form 10-K for the year ended December 31, 2012, which was
filed with the SEC on February 28, 2013. Investors and security holders may
obtain more detailed information regarding the direct and indirect interests
of the participants in the solicitation of proxies in connection with the
transaction by reading the definitive proxy statement regarding the
transaction, which was filed by Clearwire with the SEC.
*Permission to use quotations was neither sought nor obtained.
CONTACT: Media Contacts:
Susan Johnston, (425) 505-6178
JLM Partners for Clearwire
Mike DiGioia or Jeremy Pemble, (206) 381-3600
email@example.com or firstname.lastname@example.org
Alice Ryder, (425) 505-6494
MacKenzie Partners for Clearwire
Dan Burch or Laurie Connell, (212) 929-5500
email@example.com or firstname.lastname@example.org
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