Crest Financial Demands That Clearwire Board Reconstitute Special Committee and Ensure a Fair and Transparent Bidding Process

 Crest Financial Demands That Clearwire Board Reconstitute Special Committee
       and Ensure a Fair and Transparent Bidding Process for Clearwire

Sends letter to Clearwire Board demanding an "open, competitive bidding
process" and describing the course of events that will take place as that
bidding process unfolds

PR Newswire

HOUSTON, June 3, 2013

HOUSTON, June 3, 2013 /PRNewswire-USNewswire/ -- Crest Financial Limited, the
largest of the independent minority stockholders of Clearwire Corporation
(NASDAQ: CLWR), again urged the Clearwire Board of Directors to give genuine
consideration to DISH Network Corporation's $4.40 per share tender offer and
to pursue an "open, competitive bidding process" for Clearwire. Crest also
described the options Sprint faces now that the competitive bidding over
Clearwire has begun, and it demanded that the Clearwire Board form a new
Special Committee with new independent directors to ensure a "fair and
transparent" bidding process.

In Crest's letter to the Clearwire Board, David K. Schumacher, Crest's General
Counsel, stated: "DISH's tender offer has shifted the battle for Clearwire's
valuable assets to where it belongs—a competitive bidding process for
Clearwire. But for a truly competitive process to take place, the Clearwire
Board must appoint a new Special Committee with new, truly independent
directors, unmarred by the Clearwire Board's past mistakes. The prior Special
Committee failed to protect all stockholders' best interests by acceding to
Sprint's two low-ball offers, locking the Company into coercive financing and
corporate governance terms, and delegating all negotiating authority away from
the Special Committee's members to Mr. Stanton, among many other things. The
same abdication cannot occur this time around."

According to Schumacher: "There are currently two bids on the table for
Clearwire—one from the controlling stockholder and one from another bidder.
For a fair assessment of each, a fresh independent perspective is required.
Moreover, new independent directors will serve as a bulwark against any more
attempts at oppression by Sprint. Thus, for Clearwire's minority stockholders
to make a truly free choice, you must delegate to the new Special Committee
all the powers of the Board, including decisions regarding interim financing
and corporate governance arrangements, and Mr. Stanton must give up all
negotiation authority. Then, the new Special Committee must fully consider
DISH's offer, while also entertaining competing bids from Sprint, SoftBank,
and all other interested parties."

Schumacher added: "Sprint now faces two options. First, unless Sprint and
its current suitor, SoftBank, wish to cohabitate with DISH as joint owners of
Clearwire, they need to counter DISH's tender offer with a real offer that
reflects Clearwire's full and fair value. That is the only way Sprint and
SoftBank could take Clearwire private as they planned and deny DISH a stake in
the Company. We believe, despite SoftBank CEO Masayoshi Son's earlier
protestations, that such cohabitation in Clearwire is untenable to both Sprint
and SoftBank. If Sprint pursues this option, the reconstituted Clearwire
Special Committee should take all steps necessary to ensure that any further
bids from Sprint reflect full value and do not capitalize on the imbedded
diversion value that has been indicative of Sprint's offers thus far. Second,
if Sprint is unable, or SoftBank is unwilling to permit Sprint, to raise its
bid to top DISH's latest offer (and any future bids), then Sprint can avoid
deadlock at Clearwire only by shifting its allegiance away from SoftBank and
toward DISH in its own sale process. In this scenario, we believe that DISH
will want its subsidiary Sprint to control 100% of Clearwire. And if this
scenario occurs, you must ensure that any offer that DISH puts forward
reflects the full value of the Company."

Schumacher noted: "Either case described above provides the Board and the
Special Committee with another opportunity to realize the full value of
Clearwire for all stockholders. That is why we have urged you to recommend
against Sprint's proposed merger, close the polls in the pending stockholder
meeting, and, upon the Clearwire stockholders' rejection of the Sprint merger,
terminate the ill-advised and oppressive merger agreement with Sprint. Such
clearing of the decks would afford a real opportunity for a competitive
bidding process for Clearwire."

Crest's letter continues: "Of course, there remains the possibility that DISH
and Sprint elect to share governance of Clearwire. If Clearwire remains an
independent, public company going forward, the Company can resume the course
it charted before Sprint's attempted squeeze-out. DISH's offer, and its clear
intent to enter into a commercial arrangement that provides it with access to
Clearwire's spectrum, kickstarts the profitable multi-customer case strategy
(the "MCC strategy") that the Board thus far has claimed to be elusive. This
MCC strategy, proposed by Clearwire's own management and reviewed by its
financial advisers, could push the Company's value as high as $16.76 per
share, according to Clearwire's own financial advisor, Evercore Partners. As
presented by Clearwire's management, the MCC strategy would increase free cash
flow and improve the Company's leverage to negotiate higher commercial rates
with Sprint, DISH, and any other wholesale customer in the future. In
addition, the Company could resume the common stock offering that it started
last year, but then abruptly halted. At Clearwire's current share price, such
an offering would substantially reduce the dilution of the convertible notes
proposed by Sprint and DISH and generate the necessary capital to fully deploy
Clearwire's TDD-LTE network. Additionally, the Company could now refinance
its existing bonds at more attractive rates, thereby improving cash flow."

Schumacher further stated: "For all these favorable alternatives to become
available, however, you need to consider properly DISH's tender offer, which
is clearly actionable. Unless and until you fully consider the alternative
that DISH has offered, Sprint might continue its pattern of unfair dealing and
broker a deal between SoftBank and Sprint to avoid a bidding contest for
Clearwire. You must not allow that to occur. Notwithstanding the Board's
previous efforts to provide every advantage to Sprint to the detriment of the
Company's other stockholders, the minority stockholders have thus far beaten
back Sprint's self-interested attempts to lock up Clearwire on the cheap while
selling itself at a premium. It is time that the Clearwire Board fulfills its
duty to do the same and obtains a premium for Clearwire's stockholders other
than Sprint. The newly constituted Special Committee we are demanding should
ensure that we and our fellow stockholders will have the option to act on
offers that are superior to Sprint's currently inadequate offer, whether that
is DISH's tender offer, another offer from Sprint, or an offer from yet
another third party."

The letter to the Clearwire Board concludes: "[T]he competition for Clearwire
has only just begun, and you have an obligation to make sure it proceeds in a
fair and transparent manner. We thus urge you to reconstitute the Special
Committee, give full consideration to DISH's tender offer, open the Company to
a competitive bidding process, and prevent Sprint from diverting Clearwire's
value back to itself."

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
Clearwire Board can be found at http://www.dfking.com/clwror
http://www.bancroftpllc.com/crest.

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
stockholders of Clearwire. SECURITYHOLDERS OF CLEARWIRE ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND THE SUPPLEMENT, WHICH ARE 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, the supplement 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 and the
supplement are also available at no charge on the website of the Participants'
proxy solicitor at http://www.dfking.com/clwr.

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
terminology.

SOURCE Crest Financial Limited