HOUSTON, April 24, 2013 /PRNewswire/ -- Crest
Financial Limited, the largest minority stockholder of Clearwire
Corporation (NASDAQ: CLWR), today filed with the Securities and
Exchange Commission (SEC) a revised preliminary proxy statement
regarding the proposed merger between Clearwire Corporation and
Sprint Nextel Corporation. Once its proxy statement is declared
effective by the SEC, Crest intends to wage a campaign to convince
the Clearwire stockholders to vote against the proposed merger.
Crest has made a number of public statements, including through
letters, press releases and filings with the Federal Communications
Commission and the Delaware Court
of Chancery, regarding its opposition to the Sprint-Clearwire
merger. This process continued yesterday in a new letter to
the Clearwire Board of Directors.
In the letter, Crest continued to express its strongly held
belief that Clearwire should be left to realize the full value of
its spectrum by implementing its multi-customer strategy as an
independent company. Crest asserted that the market itself,
as evidenced by the spectrum purchase offers from DISH Network and
Verizon, demonstrates that this path is real. By contrast,
Crest said that Clearwire's threats of bankruptcy or debt default
are not real. In Crest's view, with a bidding war heating up
for Clearwire's valuable spectrum through the SoftBank and DISH
offers for Sprint and the offers made directly to Clearwire for
spectrum, none of the relevant players would hand control of
Clearwire's spectrum to Clearwire's bondholders through a debt
default or bankruptcy filing.
Crest's letter provided a detailed statement about how
Clearwire's Board of Directors has not acted in the interests of
the Clearwire stockholders other than Sprint. These
include:
- The Board's handing to Sprint the value of the Clearwire
spectrum without maintaining for itself the flexibility to pursue
alternative transactions. This is in stark contrast to the
Sprint Board, which has the right under its merger agreement with
SoftBank to consider such alternatives and to terminate this merger
agreement for a superior offer.
- The Board's failure to recognize the substantial value of
Clearwire's spectrum. Using a pro forma cash flow analysis in
Sprint's proxy statement, Crest shows that a combined
Sprint-Clearwire provides to SoftBank a positive net present value
in the range of $6.5 billion to $10.5
billion versus a standalone Sprint that has to build its own
network.
- The Board's agreeing to a convertible debt instrument with
Sprint the primary purpose of which is to force the Clearwire
minority stockholders to make an untenable choice: Either
accept Sprint's inadequate and unfair merger offer or suffer
significant dilution of their shares to Sprint.
- The Board's failure to obtain the necessary consents to accept
the convertible debt financing offers, and the liquidity that would
go with them, from both Crest and Aurelius Capital Management
LP.
Crest also pointed out that it is Sprint, not Clearwire, that
had to find a transaction partner to save it from its failing
finances. While Sprint was starving for cash, overrun with
debt, losing customers, and facing a very legitimate risk of
bankruptcy, Clearwire had its valuable spectrum assets and the cash
available to meet its build-out objectives. However, it was
the Sprint Board, and not the Clearwire Board, that turned this
situation into an advantage, Crest states in its letter.
Finally, Crest's letter asks how the Clearwire Board could press
ahead with a vote on the Sprint-Clearwire transaction when the
fluid situation in the market leaves Clearwire's stockholders with
a lack of clarity about what they are voting for or against as well
as what is the future of Clearwire's majority stockholder,
Sprint. Crest believes that the Clearwire Board is presenting
the Clearwire stockholders with a choice: Take the inadequate
offer from Sprint or allow Clearwire to continue on the independent
path that Crest has described. Crest also asserts that the
Clearwire Board should answer a number of questions so that the
Clearwire stockholders can make an informed choice, including
whether these market moves demonstrate that Clearwire's spectrum is
significantly more valuable than the value the Sprint offer
attributes to it; and who will control Sprint, Clearwire's majority
stockholder, and what business plan will Sprint's new majority
stockholder implement to realize the full value of Clearwire's
spectrum.
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, the
directors of Clearwire, and others 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 to block the proposed Softbank-Sprint and
Sprint-Clearwire transactions because they would treat minority
stockholders of Clearwire unfairly and the transactions would not
be in the public's best interest.
Crest's revised preliminary proxy statement and its letter to
the Board of Clearwire can be found at
http://www.bancroftpllc.com/crest/.
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
CREST FINANCIAL LIMITED
AND OTHER PERSONS MAY BE DEEMED TO BE PARTICIPANTS (THE
"PARTICIPANTS") IN A SOLICITATION OF PROXIES IN RESPECT OF THE
PROPOSED MERGER OF CLEARWIRE WITH SPRINT NEXTEL CORPORATION.
THE PARTICIPANTS HAVE FILED A PRELIMINARY PROXY STATEMENT WITH THE
SECURITIES AND EXCHANGE COMMISSION ("SEC"). 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 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 THE ISSUER 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 SEC'S WEBSITE 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 THE ISSUER 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