UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by the Registrant
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Filed by a party other than the Registrant
x
Check appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
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CLEARWIRE CORPORATION
(Name of Registrant as Specified in Its Charter)
SPRINT NEXTEL CORPORATION
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0- 11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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This filing consists of the following documents:
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iConnect Article: Clearwire receives unsolicited bid from DISH Network
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News Release
Sprint Nextel 6200 Sprint Parkway
Overland Park, Kan. 66251
Media Contacts:
Doug Duvall,
571-287-8153
Douglas.Duvall@sprint.com
Investor Contact:
Brad Hampton, 800-259-3755
investor.relations@sprint.com
Sprint Issues Statement on Clearwire Transaction
OVERLAND PARK, Kan. Jan. 8, 2013
Sprint (NYSE: S) today issued the following statement in response to Clearwires announcement that a special committee of Clearwires board
of directors is considering a proposed transaction from DISH.
Sprint believes its agreement to acquire Clearwire, which offers
Clearwire shareholders certain and attractive value, is superior to the highly conditional DISH proposal.
In contrast, the DISH
proposal includes a series of interdependent commercial agreements, debt and equity purchases and spectrum sales, which together with the other conditions required by DISH to complete the transaction, makes the proposal not viable. In addition, the
DISH proposal would require Sprint to voluntarily waive rights that it holds as a stockholder of Clearwire and that it possesses through various vendor and customer contracts that significantly predate Sprints proposed acquisition of the
remainder of Clearwire. Sprint does not intend to waive any of its rights and looks forward to closing the transaction with Clearwire and helping consumers across the country realize the benefits of this combination.
About Sprint Nextel
Sprint Nextel
offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users. Sprint Nextel served nearly 56 million customers at the end of the third quarter of
2012 and is widely recognized for developing, engineering and deploying innovative technologies, including the first wireless 4G service from a national carrier in the United States; offering industry-leading mobile data services, leading prepaid
brands including Virgin Mobile USA, Boost Mobile, and Assurance Wireless; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. The
American Customer Satisfaction Index
rated Sprint No. 1
among all national carriers in customer satisfaction and most improved, across all 47 industries, during the last four years.
Newsweek
ranked Sprint No. 3 in both its 2011 and 2012 Green Rankings, listing it as one of the nations
greenest companies, the highest of any telecommunications company. You can learn more and visit Sprint at www.sprint.com or www.facebook.com/sprint and www.twitter.com/sprint.
Cautionary Statement Regarding Forward-Looking Statements
This press release 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 press release contains forward-looking statements relating to the proposed Merger between the Company
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 the Company 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 Clearwires and the Companys Annual Reports on Form
10-K for their respective fiscal years ended December 31, 2011, their other respective filings with the U.S. Securities and Exchange Commission (the SEC) and the proxy statement and other materials that 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 the Company, 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, Clearwire will file a proxy statement and other materials with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT
MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CLEARWIRE AND THE TRANSACTION. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed
with the SEC at the SECs 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) 505-6178. Clearwires
filings with the SEC are also available on its website at www.corporate.clearwire.com.
Participants in the Solicitation
Clearwire and its officers and directors and the Company 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 proxy statement for Clearwires 2012 Annual Meeting of
Stockholders, which was filed with the SEC on April 30, 2012. Information about the Companys officers and directors is set forth in the Companys Annual Report on Form 10-K for the year ended December 31, 2011, which was filed
with the SEC on February 27, 2012. 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 preliminary and definitive proxy statements regarding the transaction, which will be filed by Clearwire with the SEC.
###
iConnect Article: Clearwire receives unsolicited bid from DISH Network
01/08/2013
On Tuesday afternoon, Clearwire
issued a news release indicating that it has received an unsolicited proposal from DISH Network Corp. to purchase certain spectrum assets and acquire up to all of Clearwires common stock for $3.30 per share. As you may recall, Clearwire
entered into a definitive agreement with Sprint Nextel Corp. (announced on 12/17/12) for Sprint to acquire the approximately 50 percent stake in Clearwire that we currently dont own for $2.97 per share.
According to the Clearwire news release, the DISH proposal is only a preliminary indication of interest and is subject to numerous and material
uncertainties and conditions. Clearwire has a fiduciary responsibility to its shareholders, so a special committee of their board of directors will engage DISH to discuss and evaluate the proposal.
Also Tuesday afternoon, Sprint issued a news release reiterating the superiority and certainty of the Sprint acquisition of Clearwire:
Sprint believes its agreement to acquire Clearwire, which offers Clearwire shareholders certain and attractive value, is superior to the highly
conditional DISH proposal.
In contrast, the DISH proposal includes a series of interdependent commercial agreements, debt and equity
purchases and spectrum sales, which together with the other conditions required by DISH to complete the transaction, makes the proposal not viable. In addition, the DISH proposal would require Sprint to voluntarily waive rights that it holds as a
stockholder of Clearwire, and that it possesses through various vendor and customer contracts that significantly predate Sprints proposed acquisition of the remainder of Clearwire. Sprint does not intend to waive any of its rights and looks
forward to closing the transaction with Clearwire and helping consumers across the country realize the benefits of this combination.
Cautionary statement regarding forward-looking statements
This press release 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 press release contains forward-looking statements relating to the proposed Merger between
the Company 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 the Company 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 Clearwires and the Companys Annual Reports on Form 10-K for their respective fiscal years ended December 31, 2011, their other respective filings with the U.S.
Securities and Exchange Commission (the SEC) and the proxy statement and other materials that 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 the Company, 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, Clearwire will file a proxy statement and other materials with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CLEARWIRE AND THE TRANSACTION. Investors and security holders may obtain free copies of these documents (when they
are available) and other documents filed with the SEC at the SECs 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) 505-6178. Clearwires filings with the SEC are also available on its website at www.corporate.clearwire.com.
Participants in the solicitation
Clearwire
and its officers and directors and the Company 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 proxy statement for Clearwires 2012 Annual Meeting of Stockholders, which was filed with the SEC on April 30, 2012. Information about the Companys officers
and directors is set forth in the Companys Annual Report on Form 10-K for the year ended December 31, 2011, which was filed with the SEC on February 27, 2012. 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 preliminary and definitive proxy statements regarding the transaction, which will be filed by Clearwire
with the SEC.
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