Following SoftBank Corp.'s Increased Bid for Sprint, Crest Financial Demands
that Clearwire Board Allow Clearwire Stockholders to Reject the Sprint Merger
and Open the Company to a Competitive Bidding Process
Sends letter to Clearwire Board urging it to reconstitute the Board's Special
Committee, fully consider DISH's "superior" offer, allow stockholders to
reject the Sprint-Clearwire merger, and terminate the "oppressive" Sprint
HOUSTON, June 11, 2013
HOUSTON, June 11, 2013 /PRNewswire-USNewswire/ -- Crest Financial Limited, the
largest of the independent minority stockholders of Clearwire Corporation
(NASDAQ: CLWR), sent a letter to Clearwire's Board of Directors reiterating
its view that DISH Network Corporation's tender offer for all outstanding
shares of Clearwire for $4.40 per share "is both actionable and superior in
every way to Sprint Nextel Corporation's current offer of $3.40 per share."
Crest noted that SoftBank Corp.'s increased bid for Sprint confirms that
SoftBank's desire for Clearwire's spectrum "has only increased." Thus, Crest
urged the Clearwire Board to pursue a "direct, competitive bidding process for
the Company." In order to pursue that process, Crest demanded that the
Clearwire Board "reconstitute the Special Committee with truly independent
directors, fully consider DISH's tender offer to the stockholders of
Clearwire, and free the Company from Sprint's oppressive grip by terminating
the merger agreement following stockholders' rejection of the Sprint-Clearwire
merger on Thursday."
In Crest's letter to the Clearwire Board, David K. Schumacher, Crest's General
Counsel, stated: "SoftBank's increased offer for Sprint confirms that the
desire to obtain Clearwire's goldmine of spectrum, through control of Sprint,
has only increased. On the eve of Sprint's stockholder vote, and faced with
its own competing offer from DISH, SoftBank has upped its bid for Sprint. As
we have maintained all along and SoftBank has confirmed in public statements,
Clearwire's wealth of spectrum is SoftBank's ultimate target in its pursuit of
Sprint. Thus, its incremental bump for Sprint is in fact a bump to its
indirect bid for Clearwire. Clearwire's stockholders should therefore receive
the benefit of SoftBank's sweetened deal. If Sprint wishes to accomplish its
plan of locking up Clearwire for its ultimate suitor, it must pay an adequate
price that reflects the true value of the Company."
According to Schumacher: "Instead, Sprint has attempted to squeeze-out
Clearwire's minority stockholders on the cheap, while redirecting the bidding
war to itself. Those fiduciary breaches continue. While objecting to DISH's
tender offer for Clearwire with hastily manufactured legal challenges, Sprint
has set a deadline for DISH to respond to SoftBank's latest bid with its own
'best and final' offer for Sprint. We believe that the clear intent of these
actions is to prevent DISH from bidding directly for what it most
desires—Clearwire and its spectrum assets—so that it is forced to pay a
premium for Sprint. Although that course might be more beneficial to Sprint
and its stockholders, it visits great harm on Clearwire's stockholders and is
thus an egregious breach of Sprint's fiduciary duties as Clearwire's
Schumacher added: "There can be no doubt that DISH's tender offer is better
for Clearwire's stockholders than Sprint's most recent bid for Clearwire.
DISH has offered Clearwire stockholders a full dollar more per share than
Sprint, and DISH's tender offer does not require any stockholder to sell
against its will. Moreover, DISH's proposed note purchase agreement would
permit Clearwire to draw down the same $800.0 million that Sprint has offered
in financing, but at an exchange ratio of $2.50 per share—as compared to
Sprint's much more dilutive rate of $1.50 per share. To be sure, DISH's offer
might not turn out to be Clearwire's best option. But it is plainly superior
to Sprint's proposal. And it is certainly a step in the direction toward the
open, competitive bidding process that is essential to realizing the true
value of the Company."
Crest's letter explained: "The Clearwire Board is duty-bound to promote this
competitive process. In order for that to occur, the Board must close the
polls for the scheduled stockholder meeting on June 13, so that the Company's
stockholders can finally reject the oppressive terms of the Sprint merger
agreement. Twice now the stockholders have been poised to vote down the
Sprint-Clearwire merger, and twice the Board has adjourned the vote to keep
the onerous Sprint merger agreement alive. Enough is enough. No more
adjournments. There is no justification for forcing Clearwire's true minority
stockholders to continue living under Sprint's oppression. It is time for the
Board to honor the stockholder vote and put an end to the burdens of the
Sprint merger agreement. It would be an undue interference with the
stockholder franchise to adjourn again just because the stockholders have not
given Sprint the answer it wants. Clearwire's stockholders have spoken loud
and clear and the Board should now finally listen."
Schumacher further stated: "There is nothing preventing the Board from
entering into the investor rights and note purchase agreements requested by
DISH if consummating the DISH tender offer proves to be in the best interests
of Clearwire's minority stockholders. As explained in prior letters from DISH
and Crest, entering into the agreements requested by DISH does not breach any
of Clearwire's contractual obligations or violate any Delaware law. Sprint's
suggestions to the contrary are baseless and, in fact, only further evidence
of its oppressive stance toward the Company's minority investors."
The letter to the Clearwire Board concluded: "You have a duty to resist
Sprint's efforts to divert Clearwire's true value. The only way to do so is
to reconstitute the Special Committee with truly independent directors, fully
consider DISH's tender offer to the stockholders of Clearwire, and free the
Company from Sprint's oppressive grip by terminating the merger agreement
following stockholders' rejection of the Sprint-Clearwire merger on Thursday.
Sprint, of course, remains free to submit a competing proposal that is
superior to DISH's tender offer—but it should be required to do so on a level
playing field, without the unfair, coercive terms of the current merger
agreement and related agreements. And others could respond with their own
offers to top DISH's and Sprint's bids. That is how the free market is
supposed to work. That is the competitive bidding process that will capture
the Company's true value for all of Clearwire's investors. That is what you
have an obligation to pursue."
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/clwr 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
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.
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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