Sprint and SoftBank Amend Merger Agreement to Deliver Greater Value to Sprint Stockholders

  Sprint and SoftBank Amend Merger Agreement to Deliver Greater Value to
  Sprint Stockholders

 Increases Cash Consideration Paid to Sprint Stockholders at Closing by $4.5

Sprint’s Special Committee and Board of Directors Unanimously Approve Amended
                               Merger Agreement

   Sprint’s Special Committee Unanimously Determines that DISH Preliminary
          Proposal Not Reasonably Likely to Lead to a Superior Offer

   Sprint to Adjourn June 12, 2013 Stockholder Meeting until June 25, 2013

Business Wire

OVERLAND PARK, Kan. & TOKYO -- June 10, 2013

Sprint Nextel Corporation (NYSE: S) (“Sprint”) and SoftBank Corp. (TSE: 9984)
(“SoftBank”) announced today that they have amended the previously announced
merger agreement (the “Merger Agreement”) between the two companies to deliver
greater cash consideration and increased certainty to Sprint stockholders.
Sprint’s Special Committee and Board of Directors have unanimously approved
the amended Merger Agreement and have unanimously recommended to stockholders
to vote FOR the revised SoftBank transaction. Sprint and SoftBank anticipate
closing the SoftBank transaction in early July 2013, as previously

Under the amended Merger Agreement, SoftBank will deliver an additional $4.5
billion of cash to Sprint stockholders at closing, bringing the total cash
consideration available to Sprint stockholders to $16.64 billion.

  *The cash available to stockholders has increased by $1.48 per share, from
    $4.02 to $5.50, based on the June 7, 2013 share count (assuming full
  *The $4.5 billion of additional cash at closing will be funded by a
    reallocation of $3 billion of SoftBank’s previously proposed $4.9 billion
    primary investment in New Sprint and by $1.5 billion of incremental
    capital from SoftBank.
  *The price at which SoftBank will acquire shares from current Sprint
    shareholders will be increased from $7.30 per share to $7.65 per share, a
    52% premium to the unaffected trading price prior to announcement in
    October 2012.

As part of the amended Merger Agreement, the pricing of SoftBank’s $1.9
billion primary investment will be increased by 19% from the previously agreed
$5.25 per share to $6.25 per share. Pro forma for the transaction, the current
Sprint stockholders’ resulting equity ownership in a stronger, more
competitive New Sprint will be 22% while SoftBank will own approximately 78%.

SoftBank will continue to invest $1.9 billion in New Sprint at closing, which
in addition to the $3.1 billion convertible debt investment made by SoftBank
in October 2012, brings SoftBank’s total investment in Sprint to $5.0 billion.
SoftBank and Sprint believe that the reallocation of primary capital to Sprint
stockholders is warranted given the companies’ refined operating and capital
expenditure synergy expectations resulting from extensive due diligence over
the past nine months, as well as Sprint’s improving profitability and
execution of its Network Vision plan.

Sprint also announced today that its Special Committee and Board of Directors
have unanimously determined that the proposal submitted by DISH Network
Corporation (“DISH”) on April 15, 2013 is not reasonably likely to lead to a
“superior offer” under the Merger Agreement. Sprint has engaged with DISH
since April 15 and, after receiving waivers from SoftBank under the Merger
Agreement, allowed DISH due diligence to commence on May 21. Despite the
Special Committee’s diligence, DISH has not put forward an actionable offer.
As a consequence of the lack of progress with DISH and the improved terms from
SoftBank, the Special Committee ended its discussions with DISH and will
request that DISH destroy all of the Sprint confidential information made
available in the course of its diligence.

“The amended agreement announced today delivers more upfront cash to Sprint
stockholders, while still achieving our goal of creating a well-capitalized
Sprint that is better positioned to bring meaningful competition to the US
market,” said SoftBank Chairman and CEO, Masayoshi Son. “Our transaction
offers significant value for Sprint stockholders and the opportunity to
realize that value in just a few weeks, without the risks associated with any
other potential transaction. We look forward to working with the Sprint
management team to accelerate the build out of a nationwide LTE network,
increase competition in the US market and drive subscriber growth in the years

Chairman of the Special Committee of the Sprint Board of Directors, Larry
Glasscock, said, “As amended, the SoftBank transaction provides a significant
cash premium, maximizes value and certainty for Sprint stockholders, and
enhances Sprint’s long-term value by creating a company with an improved
balance sheet, greater financial flexibility and a stronger competitive
position. The amended agreement allows Sprint shareholders to receive
substantial cash and to begin to participate in SoftBank upside on an
expedited and low-risk basis. We believe this preserves the timing and closing
certainty of the original SoftBank transaction.”

Glasscock continued, “We have expended substantial time and energy engaging
with DISH over the past nine weeks, including an extensive due diligence
process, but these efforts did not lead, in the Special Committee’s view, to a
proposal that was reasonably likely to lead to a proposal superior to

The revised merger agreement creates a deadline of June 18, 2013 for DISH to
provide its ‘best and final’ offer and for the completion of deliberations by
the Special Committee and notice to SoftBank.

The Special Committee made its decision and recommendation after long and
careful deliberation. Specific steps taken by the Special Committee include:

  *Proactively hired network and spectrum consultants and regulatory counsel
    (in addition to its previously announced financial and legal advisors) to
    independently advise it on certain matters and these individuals
    participated in the extensive due diligence that was performed on DISH and
    its spectrum and network plans;
  *Directed Sprint to respond to nearly all of DISH’s numerous requests for
    written diligence materials;
  *Enabled representatives of the Committee and Sprint, as well as members of
    Sprint management, to engage in multiple in-person meetings with DISH as
    well as numerous conference calls to discuss a wide variety of diligence
    subjects such as network deployment, HR, IT, marketing and tax and;
  *Participated in numerous calls between the Committee and Sprint and their
    advisors and DISH and its advisors.

Additional terms of the agreement:

  *Amend the definition of “Superior Offer” to exclude any proposal that is
    not fully financed pursuant to binding commitments from recognized
    financial institutions.
  *Require Sprint to adopt a shareholder rights plan.
  *Increase the non-refundable fiduciary termination fee payable by Sprint to
    SoftBank in certain circumstances from $600 million to $800 million.

To give Sprint stockholders time to evaluate the amended agreement, Sprint and
SoftBank have agreed to adjourn the Special Meeting of Stockholders to be
convened on June 12, 2013 until June 25, 2013. Supplemental proxy materials
will be filed with the SEC and distributed to stockholders in the near future
and such materials and an election form will be distributed to stockholders in
the near future.

Consummation of the Sprint-SoftBank merger remains subject to various
conditions to closing, including receipt of approval of the Federal
Communications Commission and adoption of the merger agreement by Sprint's
stockholders. Sprint and SoftBank anticipate the merger will be consummated in
July 2013, subject to the remaining closing conditions.

All holders of record of Sprint common stock at the close of business on April
18, 2013 are eligible to vote at the special stockholders’ meeting. If you
have any questions or need assistance in voting your shares, please call
Sprint’s proxy solicitor and the information agent for the offering, Georgeson
Inc., toll free at 1-866-741-9588 (banks and brokers call 212-440-9800). You
can also contact SoftBank’s proxy solicitor Morrow & Co., LLC toll free at
1-800-662-5200 (banks and brokers call 203-658-9400). Proxy materials and
other important information relevant to the SoftBank-Sprint transaction can be
found at: www.SoftbankSprintTransaction.com.

The Raine Group LLC is serving as lead financial advisor to SoftBank. Mizuho
Secuirites, Goldman Sachs, Deutsche Bank, JP Morgan and Credit Suisse also
served as advisors. SoftBank’s legal advisors include Morrison & Foerster LLP
as lead counsel, Mori Hamada & Matsumoto as Japanese counsel, Dow Lohnes PLLC
as regulatory counsel, Potter Anderson Corroon LLP as Delaware counsel, and
Foulston & Siefkin LLP as Kansas counsel.

The Special Committee of the Sprint Board of Directors is being advised by
Bank of America Merrill Lynch, Shearman & Sterling LLP, and Bingham and
Spectrum Management Consulting. Citigroup Global Markets Inc., Rothschild Inc.
and UBS Investment Bank are co-lead financial advisors for Sprint. Sprint’s
legal advisors include Skadden, Arps, Slate, Meagher and Flom LLP as lead
counsel, Lawler, Metzger, Keeney and Logan as regulatory counsel, and
Polsinelli PC as Kansas counsel.

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
transactions between Sprint Nextel Corporation (“Sprint”) and SoftBank Corp.
(“SoftBank”) and its group companies, including Starburst II, Inc. (“Starburst
II”), and the proposed acquisition by Sprint of Clearwire Corporation
(“Clearwire”). All statements, other than historical facts, including, but not
limited to: statements regarding the expected timing of the closing of the
transactions; the ability of the parties to complete the transactions
considering the various closing conditions; the expected benefits of the
transactions such as improved operations, enhanced revenues and cash flow,
growth potential, market profile and financial strength; the competitive
ability and position of SoftBank or Sprint; 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, that (1) there may be a
material adverse change of SoftBank; (2) the proposed financing may involve
unexpected costs, liabilities or delays or may not be completed on terms
acceptable to SoftBank, if at all; and (3) other factors as detailed from time
to time in Sprint’s, Starburst II’s and Clearwire’s filings with the
Securities and Exchange Commission (“SEC”), including Sprint’s and Clearwire’s
Annual Reports on Form 10-K for the year ended December 31, 2012 and Quarterly
Reports on Form 10-Q for the quarter ended March 31, 2013, and other factors
that are set forth in the proxy statement/prospectus contained in Starburst
II’s Registration Statement on Form S-4, which was declared effective by the
SEC on May 1, 2013, and in other materials that will be filed by Sprint,
Starburst II and Clearwire in connection with the transactions, which will be
available on the SEC’s web site (www.sec.gov). There can be no assurance that
the transactions will be completed, or if completed, that such transactions
will close within the anticipated time period or that the expected benefits of
such transactions will be realized.

All forward-looking statements contained in this document and the documents
referenced herein are made only as of the date of the document in which they
are contained, and none of Sprint, SoftBank or Starburst II undertakes 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 except as required by law. Readers are
cautioned not to place undue reliance on any of these forward-looking


Scott Sloat, 240-855-0164
Doug Duvall, 517-287-5183
Brad Hampton, 800-259-3755
Japan Media:
SoftBank Press office
+ 81 3 6889 2300
US Media:
Jim Barron, +1-212-687-8080
Megan Bouchier, +1-415-618-8750
Paul Kranhold, +1-415-618-8750
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