Urges Holders to Vote AGAINST the Proposed Merger by
Voting the GOLD Proxy Card
HOUSTON, May 6, 2013 /PRNewswire-USNewswire/ -- Crest
Financial Limited, the largest minority stockholder of Clearwire
Corporation (NASDAQ: CLWR) with an ownership of 8.25% of the Class
A common stock of Clearwire, today formally began its campaign to
persuade Clearwire stockholders to reject the proposed merger with
Sprint Nextel Corporation by mailing its proxy statement to the
Clearwire stockholders. The proxy statement was cleared by the
Securities and Exchange Commission last Friday, Crest said.
Crest also announced that an experienced team of trial lawyers
from Quinn Emanuel Urquhart &
Sullivan LLP, the largest U.S. law firm devoted solely to business
litigation, will prosecute Crest's claims against Sprint and
Clearwire in Delaware's Chancery
Court. John B. Quinn, founder and managing partner of
Quinn Emanuel, will personally lead
the trial team. Quinn Emanuel
litigates many of the biggest and most noteworthy business cases in
the U.S., with a 90 percent winning record.
"As the controlling stockholders of Clearwire, Sprint owes
fiduciary duties—duties of loyalty and trust—which require it to
protect the interests of the company's minority stockholders,"
John Quinn said. "But instead
of acting consistent with those duties, Sprint is thumbing its nose
at the other stockholders and seeking to force a sale of Clearwire
at a grossly inadequate price. Clearwire directors are doing
Sprint's bidding."
Quinn, the lead trial lawyer for Crest, added: "We expect
that litigation will result in a very substantial appraisal award
or damage remedy to redress the breaches of fiduciary duty by both
Sprint and the Clearwire directors."
Crest opposes the Sprint-Clearwire merger because it believes
that the Sprint offer of $2.97 in
cash per Clearwire share is grossly inadequate, that the merger was
structured in a way that unfairly disadvantages minority
stockholders, and that Clearwire would be better off if it remained
a stand-alone company.
"We are optimistic that the Clearwire stockholders will agree
with us that the Sprint offer is unfair and block the
Sprint-Clearwire merger," said David K.
Schumacher, general counsel of Crest. "Just last Friday,
four other large minority stockholders owning 18.2% of Clearwire's
Class A common stock announced their agreement to oppose the
Sprint-Clearwire merger. The immense value of the wireless spectrum
owned by Clearwire should benefit all Clearwire stockholders and
should not be handed over on the cheap to Sprint, its
controller."
Schumacher added, "We will pursue all litigation avenues and all
available remedies."
Crest has 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 minority stockholders. Other
stockholders, including Aurelius Capital Management, have also
filed suit. Crest has also petitioned the Federal Communications
Commission 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 interest.
"The battle for Clearwire has just begun," Crest wrote to
stockholders in its letter transmitting its proxy materials.
"Clearwire's choice is not between doing nothing and accepting a
grossly inadequate Sprint deal. Rather, Clearwire's own management
has presented the most promising path to maximizing stockholder
value—the MCC business plan, in which Clearwire would provide
service to multiple wholesale customers in addition to Sprint. We
believe that the necessary financing to enable Clearwire to pursue
the MCC business plan is readily available."
"Everyone involved in these interlocking proposals and
transactions—SoftBank, Sprint, DISH, and other potential
bidders—recognizes that the real prize is Clearwire and its
spectrum assets. And yet the Clearwire Board of Directors has
managed to negotiate a Merger Agreement that transfers all value
and leverage to Sprint instead of preserving them for all Clearwire
stockholders," Crest's letter states. "Only a vote 'AGAINST'
the Sprint-Clearwire Merger will send a firm message to the
Clearwire Board of Directors and Sprint that they owe fiduciary
duties to all Clearwire stockholders—not just to
Sprint."
D.F. King & Co, Inc. has been
retained by Crest to assist it in the solicitation of proxies in
opposition to the merger. If stockholders have any questions or
need assistance in voting the GOLD proxy card, please call
D.F. King & Co. at (800)
949-2583. The proxy statement and cover letter can be found at
http://www.dfking.com/clwr.
About Crest Financial Limited
Crest Financial Limited
("Crest") is a limited partnership under the laws of the
State of Texas. Its principal
business is investing in securities.
Important Legal Information
In connection with the
proposed merger of Clearwire with Sprint Nextel Corporation (the
"Proposed Sprint Merger"), Crest and other persons (the
"Participants") have filed a definitive proxy statement with the
U.S. Securities and Exchange Commission ("SEC"). The definitive
proxy statement will be mailed to the stockholders of Clearwire on
or about May 6, 2013. SECURITYHOLDERS
OF CLEARWIRE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT,
WHICH IS AVAILABLE NOW, AND THE PARTICIPANTS' OTHER PROXY MATERIALS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO
THE PARTICIPANTS, CLEARWIRE AND THE PROPOSED SPRINT MERGER. The
definitive proxy statement and all other proxy materials filed with
the SEC are available at no charge on the SEC's website at
http://www.sec.gov. In addition, the definitive proxy
statement is also available at no charge on the website of the
Participants' proxy solicitor at http://www.dfking.com/clwr.
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