HOUSTON, April 10, 2013 /PRNewswire/ -- 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 public's best interest.
"The filing of Crest's proxy statement is the next step in our
ongoing effort to block Sprint's 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 Participant's proxy solicitor at
http://www.dfking.com/clwr and on the SEC's 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
Participant's proxy solicitor at http://www.dfking.com/clwr and on
the SEC's 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.
SOURCE Crest Financial Limited