--Clearwire to hold a special shareholders meeting May 21 to
vote on proposed merger with Sprint
--Crest encourages board to consider debt-financing offers from
Crest and Aurelius Management Capital LP
--Crest says offers from itself and Aurelius are more favorable
and less "coercive" to shareholders than Sprint's financing
program
Investment firm Crest Financial Ltd. urged Clearwire Corp.
(CLWR) to consider financing and spectrum-purchase offers from
companies other than Sprint Nextel Corp. (S), again calling the
terms of Sprint's $2.2 billion plan to acquire Clearwire
"coercive."
Separately, Clearwire said it will hold a special shareholders
meeting May 21 to vote on the proposed merger with Sprint.
In December, Sprint offered to buy the portion of Clearwire it
doesn't already own in a $2.2 billion deal, and provided the
wireless broadband operator up to $800 million in financing it
could draw on in installments of $80 million over 10 months.
Sprint owns more than 50% of Clearwire and needs the majority of
other shareholders to back the deal.
In a letter to Clearwire's board Tuesday, Crest encouraged the
board to consider debt-financing offers from Crest and Aurelius
Management Capital LP, saying both these offers are more favorable
and less "coercive" to Clearwire shareholders than Sprint's
financing program. It also urged Clearwire's board to seriously
examine proposals by Verizon Communications Inc. (VZ) and Dish
Network Corp. (DISH) to purchase some of Clearwire's spectrum.
Crest owns about 5.1% of Clearwire Class A shares, according to
FactSet, and said it is the largest Clearwire shareholder unaligned
with Sprint. Earlier this month, Crest proposed to provide
Clearwire with $240 million in financing.
"By abandoning your independent build-out plans, tying yourself
to Sprint, tightening the noose by taking Sprint's coercive debt,
crying wolf about potential insolvency and failing to take the
lifeline offered by Crest, Aurelius, and others, you have converted
fair value for Clearwire into a super-premium for Sprint," wrote
Crest General Counsel David K. Schumacher in the letter to
Clearwire's board Tuesday.
Crest has sued to block Sprint's planned acquisition, claiming
Sprint used its muscle as the largest shareholder to secure a cheap
price in the deal. Crest also has petitioned the Federal
Communications Commission in an effort to stop the deal and filed a
preliminary proxy statement earlier this month urging Clearwire
shareholders to vote against the plan. Sprint has called the
lawsuit "baseless and without merit."
A Sprint spokeswoman said the company had no comment on the
letter.
Crest's latest letter comes after Dish Network last week
disclosed an unsolicited offer to acquire Sprint for $25.5 billion,
saying the bid represents a 13% premium to a deal with SoftBank
Corp. (9984.TO), the Japanese company that signed a $20.1 billion
pact to buy Sprint in October. Sprint has formed a special
committee to evaluate Dish's offer.
Clearwire shares rose 0.9% to $3.29 in Tuesday's regular
session, and edged up another 0.9% to $3.32 after hours. The stock
is up 14% since the start of the year.
Write to Nathalie Tadena at nathalie.tadena@dowjones.com
Subscribe to WSJ: http://online.wsj.com?mod=djnwires