Clearwire (NASDAQ: CLWR) today announced that it has filed a
preliminary proxy statement in connection with its definitive
agreement with Sprint Nextel Corporation ("Sprint") for Sprint to
acquire the approximately 50 percent stake in Clearwire that it
does not already own for $2.97 per share (the "Sprint Agreement").
The background section of the proxy statement describes the
Company's extensive review of strategic alternatives to maximize
stockholder value over the past few years.
As previously disclosed on January 8, 2013, Clearwire received
an unsolicited, non-binding proposal (the "DISH Proposal") from
DISH Network Corporation ("DISH"). The DISH Proposal provides for
DISH to purchase certain spectrum assets from Clearwire, enter into
a commercial agreement with Clearwire and acquire up to all of
Clearwire's common stock for $3.30 per share (subject to minimum
ownership of at least 25% and granting of certain governance
rights) and provide Clearwire with financing on specified terms.
The DISH Proposal is only a preliminary indication of interest and
is subject to numerous, material uncertainties and conditions,
including the negotiation of multiple contractual arrangements
being requested by DISH (some of which, as currently proposed, may
not be permitted under the terms of Clearwire's current legal and
contractual obligations) as well as regulatory approvals.
In connection with the Sprint Agreement, Clearwire and Sprint
also entered into agreements that provide up to $800 million of
additional financing to Clearwire in the form of exchangeable
notes, which will be exchangeable under certain conditions for
Clearwire common stock at $1.50 per share, subject to adjustment
under certain conditions (the "Sprint Financing Agreements"). Under
the Sprint Financing Agreements, Sprint has agreed to purchase, at
Clearwire's option, $80 million of exchangeable notes per month for
up to 10 months.
As previously disclosed on January 8, 2013, Clearwire did not
take the initial draw under the Sprint Financing Agreements as DISH
indicated that its preliminary proposal would be withdrawn were
Clearwire to draw on the financing. In order to allow the Special
Committee to continue to evaluate the DISH Proposal, at the
direction of the Special Committee, Clearwire has not taken the
February $80 million draw. The Special Committee has not made any
determination with respect to any future draws under the Sprint
Financing Arrangements.
Also, under the terms of the Sprint Financing Agreements, Sprint
is only obligated to provide financing for the last three draws (in
August, September and October 2013) if an agreement has been
reached between Sprint and Clearwire on the accelerated build out
of Clearwire's wireless broadband network by January 31, 2013.
Although the parties have not come to an agreement on the
accelerated build out, Clearwire and Sprint have amended the Sprint
Financing Agreements to extend the date by which agreement on the
accelerated build out must be reached to February 28, 2013 for the
Company to be able to take the last three draws.
The Special Committee will, consistent with its fiduciary duties
and in consultation with its independent financial and legal
advisors, continue to evaluate the DISH Proposal and engage in
discussions with each of DISH and Sprint, as appropriate. The
Special Committee has not made any determination to change its
recommendation of the current Sprint transaction.
The Special Committee and Clearwire will pursue the course of
action that it believes is in the best interests of Clearwire's
non-Sprint Class A stockholders. Neither Clearwire nor the Special
Committee has any further comment on this matter at this time.
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.
About Clearwire
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 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 and related transactions (the "transaction")
between Sprint and Clearwire. 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, any conditions imposed in
connection with the transaction, approval of the transaction by
Clearwire stockholders, the satisfaction of various other
conditions to the closing of the transaction contemplated by the
merger agreement, and other factors discussed in Clearwire's and
Sprint's 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.
Additional Information and Where to Find It
In connection with the transaction, Clearwire has filed a Rule
13e-3 Transaction Statement and a preliminary proxy
statement with the SEC. When completed, a definitive proxy
statement and a form of proxy will be mailed to the Clearwire's
stockholders. 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 (and, when available, will be
able to obtain a copy of the definitive proxy statement) 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
proxy statement for Clearwire's 2012 Annual Meeting of
Stockholders, which was filed with the SEC on April 30, 2012.
Information about Sprint officers and directors is set forth in
Sprint's 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.
CONTACT: Media Contacts:
Susan Johnston, (425) 505-6178
susan.johnston@clearwire.com
JLM Partners for Clearwire
Mike DiGioia or Jeremy Pemble, (206) 381-3600
mike@jlmpartners.com or jeremy@jlmpartners.com
Joele Frank, Wilkinson Brimmer Katcher for Clearwire
Joele Frank or Andy Brimmer, (212) 355-4449
Investor Contacts:
Alice Ryder, (425) 505-6494
alice.ryder@clearwire.com
MacKenzie Partners for Clearwire
Dan Burch or Laurie Connell, (212) 929-5500
dburch@mackenziepartners.com or lconnell@mackenziepartners.com
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