ISS Recommends Clearwire Stockholders Vote 'FOR' Proposed Transaction with
BELLEVUE, Wash., June 24, 2013 (GLOBE NEWSWIRE) -- Clearwire Corporation
(NASDAQ:CLWR) ("Clearwire" or the "Company") today announced that
Institutional Shareholder Services ("ISS"), a leading independent proxy voting
and corporate governance advisory firm, in light of Sprint's revised offer to
acquire the approximately 50 percent stake in Clearwire it does not currently
own for $5.00 per share, has recommended that Clearwire stockholders vote FOR
the proposed merger with Sprint.
In its updated report issued on June 21, 2013, ISS stated: "Given the cash
consideration being offered by Sprint is higher than the tender offer from
DISH, and therefore the best alternative currently available to maximize
value, shareholders should vote FOR the proposed merger with Sprint."
"We are pleased that ISS agrees that Sprint's increased offer to acquire all
of the outstanding shares of Clearwire represents the best value to our
stockholders," said Erik Prusch, President and CEO of Clearwire. "This offer
has been unanimously recommended by the Special Committee of Clearwire's Board
of Directors, which consists of independent, non-Sprint-affiliated directors,
and the Board urges Clearwire stockholders to vote 'FOR' the transaction."
As previously disclosed, Sprint has received commitments from a group of
significant Clearwire stockholders, including Mount Kellett Capital Management
LP, Glenview Capital Management LLC, Chesapeake Partners Management Co., Inc.
and Highside Capital Management LP, which collectively own approximately 9
percent of Clearwire's voting shares, to vote their shares in support of the
transaction. These stockholders have also agreed to sell their shares to
Sprint in the event the transaction does not close.
Together with the voting commitments previously received from Comcast Corp.,
Intel Corp and Bright House Networks LLC, who collectively own approximately
13 percent of Clearwire's voting shares, and Clearwire's directors and
officers, stockholders owning approximately 45 percent of the Clearwire voting
shares not affiliated with Sprint have now agreed to vote their shares in
support of the transaction.
The Company will reconvene its 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.
Permission to use quotation was neither sought nor obtained.
CONTACT: Media Contacts:
Susan Johnston, (425) 505-6178
JLM Partners for Clearwire
Mike DiGioia or Jeremy Pemble, (206) 381-3600
email@example.com or firstname.lastname@example.org
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
email@example.com or firstname.lastname@example.org
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