Clearwire Special Committee and Board of Directors Change Recommendation in
Favor of Sprint Merger Based on Revised Offer of $5.00 Per Share
*Revised Sprint Offer is in Best Interest of Unaffiliated Stockholders
*Changes Previous Recommendation to Against DISH Tender Offer of $4.40 Per
*Company Plans to Adjourn June 24 Special Meeting of Stockholders;
Rescheduled Meeting to be Held on July 8
BELLEVUE, Wash., June 20, 2013 (GLOBE NEWSWIRE) -- Clearwire Corporation
(Nasdaq:CLWR) ("Clearwire" or the "Company") today announced that its board of
directors, based on the unanimous recommendation of the Special Committee
consisting of independent, non-Sprint-affiliated directors, recommended that
stockholders accept a revised offer from Sprint (NYSE:S) to acquire the
approximately 50 percent stake in the Company it does not currently own for
$5.00 per share, valuing Clearwire at more than $14 billion, or $0.30 per MHZ
As such, the board of directors present unanimously recommended that
stockholders vote FOR the proposed transaction with Sprint and all other
proposals set forth in the proxy statement, and not tender any shares of Class
A common stock pursuant to the DISH Network ("DISH") tender offer.
"The Clearwire board and special committee have determined that the $5.00 per
share transaction with Sprint represents the best path forward for the company
and is in the best interest of our unaffiliated stockholders," said Erik
Prusch, President and CEO of Clearwire. "The amended agreement with Sprint
clearly acknowledges the significant value present in Clearwire – from our
deep portfolio of wireless spectrum to the tremendous amount of progress the
Clearwire team has made in improving our operations and beginning the
construction of our next-generation 4G LTE network."
Clearwire noted that the revised offer from Sprint provides attractive and
certain value to unaffiliated stockholders. The proposed $5.00 per share offer
price equates to a total payment to Clearwire minority stockholders of
approximately $3.9 billion, and represents a:
*47% premium over Sprint's prior offer of $3.40; and
*14% premium over DISH's tender offer.
Pursuant to the discretionary authority granted to the chairman of the meeting
by Clearwire's bylaws, the Company plans to adjourn its Special Meeting of
Stockholders, which is currently scheduled to be held at 9:00 a.m. Pacific
time on Monday, June 24, 2013, without conducting any business. The Company
plans to reconvene the Special Meeting of Stockholders on Monday, July 8, 2013
at 10:30 AM Pacific at the Highland Community Center, 14224 Bel-Red Road,
Bellevue, Wash., 98007. The record date for stockholders entitled to vote at
the Special Meeting remains April 2, 2013.
Evercore Partners is acting as financial advisor and Kirkland & Ellis LLP is
acting as counsel to Clearwire. Centerview Partners is acting as financial
advisor and Simpson Thacher & Bartlett LLP and Richards, Layton & Finger, P.A.
are acting as counsel to Clearwire's Special Committee. Blackstone Advisory
Partners L.P. has advised the company on restructuring matters.
Clearwire Corporation (Nasdaq:CLWR), through its operating subsidiaries, is a
leading provider of 4G wireless broadband services offering services in areas
of the U.S. where more than 130 million people live. The company holds the
deepest portfolio of wireless spectrum available for data services in the U.S.
Clearwire serves retail customers through its own CLEAR^® brand as well as
through wholesale relationships with some of the leading companies in the
retail, technology and telecommunications industries, including Sprint and
NetZero. The company is constructing a next-generation 4G LTE Advanced-ready
network to address the capacity needs of the market, and is also working
closely with the Global TDD-LTE Initiative to further the TDD-LTE ecosystem.
Clearwire is headquartered in Bellevue, Wash. Additional information is
available at http://www.clearwire.com.
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 Merger between Sprint and
Clearwire pursuant to the Merger Agreement and the related transactions
(collectively, the "transaction"). All statements, other than historical
facts, including statements regarding the expected timing of the closing of
the transaction; the ability of the parties to complete the transaction
considering the various closing conditions; the expected benefits and
synergies of the transaction; the competitive ability and position of Sprint
and Clearwire; 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, (i) any conditions imposed in connection
with the transaction, (ii) approval of the transaction by Clearwire
stockholders, (iii) the satisfaction of various other conditions to the
closing of the transaction contemplated by the Merger Agreement, (iv) legal
proceedings that may be initiated related to the transaction, and (v) other
factors discussed in Clearwire's and Sprint's Annual Reports on Form 10-K for
their respective fiscal years ended December 31, 2012, their other respective
filings with the U.S. Securities and Exchange Commission (the "SEC") and the
proxy statement and other materials that have been or will be filed with the
SEC by Clearwire in connection with the transaction. There can be no assurance
that the transaction will be completed, or if it is completed, that it will
close within the anticipated time period or that the expected benefits of the
transaction will be realized. None of Sprint, Clearwire or Collie Acquisition
Corp. 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. Readers are cautioned
not to place undue reliance on any of these forward-looking statements.
Additional Information and Where to Find It
In connection with the transaction, Sprint and Clearwire have filed a Rule
13e-3 Transaction Statement and Clearwire has filed a definitive proxy
statement with the SEC. The definitive proxy statement has been mailed to the
Clearwire's stockholders. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ
THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT CLEARWIRE AND THE TRANSACTION. Investors
and security holders may obtain free copies of these documents and other
documents filed with the SEC at the SEC's web site at www.sec.gov. In
addition, the documents filed by Clearwire with the SEC may be obtained free
of charge by contacting Clearwire at Clearwire, Attn: Investor Relations,
(425) 505-6494. Clearwire's filings with the SEC are also available on its
website at www.clearwire.com.
Participants in the Solicitation
Clearwire and its officers and directors and Sprint and its officers and
directors may be deemed to be participants in the solicitation of proxies from
Clearwire stockholders with respect to the transaction. Information about
Clearwire officers and directors and their ownership of Clearwire common
shares is set forth in the definitive proxy statement for Clearwire's Special
Meeting of Stockholders, which was filed with the SEC on April 23, 2013.
Information about Sprint's officers and directors is set forth in Sprint's
Annual Report on Form 10-K for the year ended December 31, 2012, which was
filed with the SEC on February 28, 2013. Investors and security holders may
obtain more detailed information regarding the direct and indirect interests
of the participants in the solicitation of proxies in connection with the
transaction by reading the definitive proxy statements regarding the
transaction, which was filed by Clearwire with the SEC.
CONTACT: Media Contacts:
Susan Johnston, (425) 505-6178
JLM Partners for Clearwire
Mike DiGioia or Jeremy Pemble, (206) 381-3600
firstname.lastname@example.org or email@example.com
Joele Frank, Wilkinson Brimmer Katcher for Clearwire
Joele Frank or Andy Brimmer, (212) 355-4449
Alice Ryder, (425) 505-6494
MacKenzie Partners for Clearwire
Dan Burch or Laurie Connell, (212) 929-5500
firstname.lastname@example.org or email@example.com
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