Crest Financial Demands That Sprint Allow Clearwire to Pursue a Competitive Bidding Process

 Crest Financial Demands That Sprint Allow Clearwire to Pursue a Competitive
                               Bidding Process

Sends letter to Sprint Board demanding that Sprint not "interfere with the
Clearwire board of directors' full consideration of DISH's tender offer" and
allow "a truly fair and competitive bidding process" to take place

PR Newswire

HOUSTON, June 3, 2013

HOUSTON, June 3, 2013 /PRNewswire/ -- Crest Financial Limited, the largest of
the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR),
sent a letter to Sprint Nextel Corporation's Board of Directors stating that
DISH Network Corporation's competing tender offer for Clearwire confirms that
"Clearwire is the ultimate prize" in the bidding war over Sprint, and that
Clearwire "is worth much more than what Sprint has offered." Crest demanded
that Sprint "permit Clearwire to give full consideration to DISH's bid and to
repurchase the notes issued to Sprint under [Sprint's] unfair Note Purchase
Agreement, without converting those notes at their dilutive exchange ratio."

The letter from David K. Schumacher, Crest's General Counsel, begins: "As we
have repeatedly said in our public correspondence and have alleged in our
lawsuit pending before the Delaware Court of Chancery, Sprint's initial bid
for Clearwire was grossly inadequate at $2.97 per share. Clearwire's minority
stockholders agreed and cast their votes against the proposed Sprint-Clearwire
merger. Rather than accept a certain defeat, Sprint forced an adjournment of
the vote and acknowledged the inadequacy of its bid by incrementally bumping
its offer to $3.40 per share. DISH's proposed tender offer at $4.40 per share
proved that Sprint's second attempt to squeeze out Clearwire's minority
stockholders was still at an inadequate price. A direct, competitive bidding
process for Clearwire is underway. And it is clear that the final purchase
price will be much higher than Sprint's first or second offer."

Schumacher continues: "We believe that Sprint's goal all along has been to
lock up Clearwire on the cheap, while selling itself to SoftBank, or another
suitor, at a premium. It is evident that Clearwire is the true prize in this
ongoing battle from SoftBank's insistence that it direct your negotiations
with Clearwire—going so far as to set the offer price and reserving approval
power over any changes. Now that an adequate price for Clearwire has proven
to be at least 50% higher than your initial $2.97 per share offer to take
Clearwire private, you need to reconsider your recommendation in favor of
Sprint's transaction with SoftBank, if you still intend to secure a premium
for Sprint. Certainly, that is what Sprint's stockholders would expect from a
board of directors duty-bound to pursue their best interests. Indeed, the
proxy advisory firm Egan Jones recommended against your proposed transaction
with SoftBank because it believes that Sprint's stockholders should wait for
precisely such revaluation."

Schumacher notes: "To continue recommending in favor of SoftBank's current
offer price would admit that you are either breaching your duties to Sprint's
stockholders or that Sprint has been breaching its duties to Clearwire's
stockholders. As we have written copiously, we believe both $2.97 and $3.40
per share to be grossly inadequate offers for Clearwire. And the market has
proven us right. Given the dramatic jump in the bidding process for
Clearwire, from $2.97 in the original Sprint-Clearwire merger agreement to
$4.40 in the latest DISH bid, all assumptions you might have had as to the
true value of the Company have been definitively challenged. Thus, your
duties to Sprint's stockholders would seem to require you to demand a
commensurate price increase from SoftBank. To argue otherwise, that the
SoftBank offer still reflects full value for Sprint, would be an admission
that your earlier offers for Clearwire were a naked attempt at
misappropriating Clearwire's value to Sprint. The only explanation for not
demanding a higher price for Sprint now is that you always knew Clearwire to
be worth more than $4.40 per share, but had already built Clearwire's true
value (which you intended to divert) into the Sprint-SoftBank transaction

Schumacher's letter also states: "There is some slight chance that Sprint was
not mendacious but just misguided in dealing with Clearwire—that you believed
in good faith that Clearwire is worth no more than $2.97 per share (and now
$3.40 per share). Of course, we think Clearwire is worth much more than even
the $4.40 bid from DISH that is currently on the table. But if you
legitimately believe your prior offers to have reflected Clearwire's true
value, it is time for Sprint to reconsider its stated and dogged refusal to be
a seller of Clearwire. DISH has proposed a tender offer for more than you are
willing to pay for Clearwire yourself. If the tender offer exceeds your good
faith valuation of Clearwire's assets, then you have a fiduciary duty to your
own stockholders to sell Sprint's Clearwire shares to DISH. If instead you
understand that Clearwire's value is still much higher than DISH's bid—as we
believe you do—then you have an obligation as Clearwire's controlling
stockholder to present an offer reflecting that higher value. You cannot have
it both ways."

The letter to the Sprint Board concludes: "At the very least, you have an
obligation as Clearwire's controlling stockholder to get out of the way so
that the process to sell Clearwire can proceed without your hindrance. Sprint
has initiated the sales process for Clearwire, and you now have an obligation
not to interfere with the Clearwire board of directors' full consideration of
DISH's tender offer or other competing bids. It is imperative to the
competitive bidding process for Clearwire—and thus critical to the Clearwire
stockholders' realization of the Company's true value—that you not fight the
DISH tender offer's governance conditions, including DISH's proposed Investor
Rights Agreement, or DISH's Note Purchase Agreement. In addition, Clearwire
should be permitted to repurchase the notes issued under your coercive Note
Purchase Agreement, without you converting the notes and unfairly diluting
minority stockholders' stake in the Company, so that a truly fair and
competitive bidding process can take place. It is only through such a
competitive bidding process that all of Clearwire's stockholders can unlock
the value of their investment, and as the Company's controlling stockholder
you are duty-bound to permit that process to unfold."

D.F. King & Co, Inc. has been retained by Crest to assist it in the
solicitation of proxies in opposition to the proposed Sprint-Clearwire merger.
If stockholders have any questions or need assistance in voting the GOLD proxy
card, please call D.F. King & Co. at (800) 949-2583. The full letter to the
Sprint Board can be found at or

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 Corporation ("Clearwire")
with Sprint Nextel Corporation (the "Proposed Sprint Merger"), Crest and other
persons (the "Participants") have filed a supplement to its definitive proxy
statement with the U.S. Securities and Exchange Commission ("SEC"). The
definitive proxy statement and the supplement have been mailed to the
MERGER. The definitive proxy statement, the supplement and all other proxy
materials filed with the SEC are available at no charge on the SEC's website
at In addition, the definitive proxy statement and the
supplement are also available at no charge on the website of the Participants'
proxy solicitor at

Forward-looking Statements
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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