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
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Check the
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 Pursuant to § 240.14a-12
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Clearwire Corporation
(Name of Registrant as Specified in Its Charter)
Crest Financial
Limited
Crest Investment Company
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of
Filing Fee (Check the appropriate box):
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No fee required.
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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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(5)
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Total fee paid:
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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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(3)
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Filing Party:
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(4)
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Date Filed:
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On April 10, 2013, Crest Financial Limited issued the following press release:
FOR IMMEDIATE RELEASE:
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CONTACT:
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Jeffrey Birnbaum, (202)661-6367,
JBirnbaum@BGRPR.com
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Crest Files Proxy Statement to Oppose Sprint-Clearwire Merger
HOUSTON, April 10, 2013 Crest Financial Limited, the largest minority shareholder of Clearwire Corporation (NASDAQ: CLWR), today filed a
preliminary proxy statement that, when cleared by the Securities and Exchange Commission, will be used to urge Clearwire stockholders to reject the proposed merger with Sprint Nextel Corporation.
In the preliminary proxy statement, Crest reiterates that it opposes the Sprint-Clearwire merger because it believes that it would be better for
Clearwire to remain a stand-alone company because the Sprint offer of $2.97 in cash per share is inadequate based on several measures and was devised in a way that unfairly disadvantages minority stockholders.
A vote AGAINST each of the Clearwire Special Meeting Proposals would send a firm message to the Clearwire Board and Sprint that
Clearwire must pursue a business strategy that creates value for all Clearwire stockholders not just Sprint, the preliminary proxy statement says.
Crest has hired the proxy-solicitation firm D. F. King & Co., Inc. to help it oppose the proposed Sprint-Clearwire merger . Crest has also filed a lawsuit in Delaware against Sprint, Clearwire
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 stockholders. In addition, Crest has petitioned the Federal
Communications Commission in Washington, D.C., to stop the proposed Softbank-Sprint and Sprint-Clearwire mergers because they would treat minority stockholders of Clearwire unfairly and the mergers would not be in the publics best interest.
The filing of Crests proxy statement is the next step in our ongoing effort to block Sprints unfair merger offer and
we are optimistic that we can do so, said David Schumacher, general counsel of Crest. We look forward to the SEC clearing our preliminary proxy statement so that we can begin educating Clearwire shareholders in earnest about the
disadvantages of the Sprint offer and the alternative future for Clearwire and its valuable trove of wireless spectrum.
The preliminary
proxy statement can be found at http://www.dfking.com/clwr.
# # #
About Crest Financial Limited
Crest Financial Limited is a limited partnership
under the laws of the State of Texas. Its principal business is investing in securities.
Important Legal Information
On April 10, 2013, Crest Financial Limited and Crest Investment Company (collectively, the Participants) filed with the Securities and Exchange Commission (the SEC) a
preliminary proxy statement and accompanying proxy card relating to Participants intention to solicit proxies from the stockholders of Clearwire Corporation (Clearwire) in connection with a special meeting of such stockholders to
be held to vote upon the proposed transaction between Clearwire and Sprint-Nextel Corporation (the Preliminary Proxy Statement). The Preliminary Proxy Statement is available at no charge on the website of the Participants
proxy solicitor at http://www.dfking.com/clwr and on the SECs website at http://www.sec.gov. The Participants intend to file with the SEC a definitive proxy statement and accompanying proxy card in connection with such proxy
solicitation. When completed, any such definitive proxy statement and proxy card will be furnished to some or all of the stockholders of Clearwire and will, along with other relevant documents, be available at no charge on the website of the
Participants proxy solicitor at http://www.dfking.com/clwr and on the SECs web site at http://www.sec.gov. In addition, the Participants will provide copies of the definitive proxy statement and accompanying proxy card (when
available) at no charge upon request. Information relating to the Participants in such proxy solicitation is contained in the Preliminary Proxy Statement. STOCKHOLDERS OF CLEARWIRE ARE ADVISED TO READ THE PRELIMINARY PROXY STATEMENT, WHICH
IS AVAILABLE NOW, AND ANY DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS IN ANY SUCH
SOLICITATION.
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.
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SOURCE:
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Crest Financial Limited
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About Crest Financial Limited and Crest Investment Company
Crest Financial Limited is a limited partnership under the laws of the State of Texas. Its principal business is investing in securities. Crest Investment
Company is a corporation under the laws of the State of Texas. Its principal business is investing in securities and serving as the general partner of Crest Financial Limited.
Important Legal Information
On April 10, 2013, Crest Financial Limited and Crest
Investment Company (collectively, the
Participants
) filed with the Securities and Exchange Commission (the
SEC
) a preliminary proxy statement and accompanying proxy card relating to Participants intention
to solicit proxies from the stockholders of Clearwire Corporation (
Clearwire
) in connection with a special meeting of such stockholders to be held to vote upon the proposed transaction between Clearwire and Sprint-Nextel
Corporation (the
Preliminary Proxy Statement
). The Preliminary Proxy Statement is available at no charge on the website of the Participants proxy solicitor at http://www.dfking.com/clwr and on the SECs website at
http://www.sec.gov. The Participants intend to file with the SEC a definitive proxy statement and accompanying proxy card in connection with such proxy solicitation. When completed, any such definitive proxy statement and proxy card will
be furnished to some or all of the stockholders of Clearwire and will, along with other relevant documents, be available at no charge on the website of the Participants proxy solicitor at http://www.dfking.com/clwr and on the SECs web
site at http://www.sec.gov. In addition, the Participants will provide copies of the definitive proxy statement and accompanying proxy card (when available) at no charge upon request. Information relating to the Participants in such proxy
solicitation is contained in the Preliminary Proxy Statement. STOCKHOLDERS OF CLEARWIRE ARE ADVISED TO READ THE PRELIMINARY PROXY STATEMENT, WHICH IS AVAILABLE NOW, AND ANY DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS IN ANY SUCH SOLICITATION.
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.
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