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CREST ASKS CLEARWIRE BOARD TO LET HOLDERS REJECT SPRINT MERGER

(The following is a reformatted version of a press release
issued by Crest Financial Limited and received via electronic
mail. The release was confirmed by the sender.) 
CONTACT: Jeffrey Birnbaum, (202) 661-6367, JBirnbaum@BGRPR.com 
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 merger agreement 
HOUSTON, June 11, 2013 -- 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 controller.” 
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
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 
(bjh) NY 
#<873920.660640.3.4.1.0.76>#
 
 
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