Clearwire Corporation Provides Transaction Update
March 28 2013 - 9:00AM
Clearwire (NASDAQ: CLWR) today announced that it has elected to
take the $80 million April draw under the terms of its agreements
with Sprint Nextel Corporation ("Sprint") that provide 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"). The Special
Committee has not made any determination as to whether to take any
future draws under the Sprint Financing Agreements and has not made
any determination to change its recommendation of the current
Sprint transaction.
As previously disclosed on January 8, 2013, Clearwire received
an unsolicited, non-binding proposal from DISH Network Corporation
("DISH"), which was a preliminary indication of interest and
subject to numerous, material uncertainties and conditions.
Consistent with its fiduciary duties to Clearwire's non-Sprint
class A stockholders, the Special Committee of Clearwire's board of
directors has engaged in discussions with DISH concerning its
proposal and with Sprint over the course of the last three months,
and the Special Committee intends to continue such
discussions. The Special Committee will pursue the course of
action that it believes is in the best interests of Clearwire's
non-Sprint Class A stockholders.
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
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
Clearwire Corp. - Class A (MM) (NASDAQ:CLWR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Clearwire Corp. - Class A (MM) (NASDAQ:CLWR)
Historical Stock Chart
From Jul 2023 to Jul 2024