HOUSTON, March 20, 2013 /PRNewswire/ -- Crest
Financial Limited, a Texas-based
investment company, announced today that it has hired
proxy-solicitation firm D. F. King & Co., Inc. to help it
oppose the proposed acquisition of Clearwire Corporation (NASDAQ:
CLWR) by Sprint Nextel Corporation. As part of this effort,
Crest has demanded that Clearwire make available the company's list
of shareholders. Crest is the largest Clearwire shareholder
unaligned with Sprint, holding approximately 3.9% of all common
stock of Clearwire.
The Sprint-Clearwire merger agreement requires the approval of
holders of a majority of the Clearwire common stock not held by
Sprint, which means that the transaction would not be approved if
shareholders with approximately 25% of all common stock of
Clearwire either vote against the merger or do not vote at
all. Accordingly, in addition to the Clearwire shares held by
Crest, only approximately 21.1% of the other shareholders need to
vote against the Sprint-Clearwire merger or not vote at all in
order to block the transaction.
Crest has filed a lawsuit in Delaware against Sprint and the directors of
Clearwire because Crest believes that the defendants breached their
fiduciary duties by scheming to extract value from Clearwire at the
expense of the minority shareholders. Crest has also
petitioned the Federal Communications Commission in Washington, D.C., to stop the proposed
Softbank-Sprint and Sprint-Clearwire mergers because they would
treat minority shareholders of Clearwire unfairly and the mergers
would not be in the public's best interest. A copy of Crest's
petition can be found here: www.bancroftpllc.com/crest.
"Crest Financial believes that Clearwire's shareholders will
reject Sprint's unfair offer for Clearwire," Dave Schumacher, Crest's general counsel, said.
"Our actions today are aimed at achieving this result. Crest is
determined to do whatever it can to stop Sprint's efforts to
extract for itself the value of Clearwire's trove of wireless
spectrum and to harm minority shareholders and the public interest.
We look forward to sharing with Clearwire's minority shareholders
more information on Sprint's coercive merger offer."
D. F. King & Co. is a leading
full-service proxy solicitation and corporate communications firm.
It specializes in proxy contests and tender offers.
Important Legal Information
Crest intends to file other documents with the U.S. Securities
and Exchange Commission (the "SEC") regarding the proposed
acquisition of Clearwire, as contemplated by the Agreement and Plan
of Merger dated as of December 17,
2012 among Clearwire, Sprint Nextel Corporation, a
Kansas corporation ("Sprint"), and
Collie Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Sprint. Before making any voting or
investment decision, investors and security holders of Clearwire
are urged to read such other documents regarding the proposed
acquisition, carefully in their entirety, because they contain
important information about the proposed
transaction. Investors and security holders of Clearwire
may obtain free copies of other documents filed with, or furnished
to, the SEC by Crest at the SEC's website at www.sec.gov.
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