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Disclaimer
Cautionary Statement Regarding Forward-Looking Statements
This document includes forward-looking statements within the meaning of the securities
laws. The words may, could, should, estimate, project, forecast,
intend, expect, anticipate, believe, target,
plan, providing guidance and similar expressions are intended to identify information that is not historical in
nature.
This document contains forward-looking statements relating to the proposed Merger between the
Company and Clearwire pursuant to the Merger Agreement and
the related transactions
(collectively, the transaction). All statements, other than historical facts, including statements regarding the expected timing of the closing
of the transaction; the ability of the parties to complete the transaction considering the various
closing conditions; the expected benefits and synergies of the
transaction; the competitive
ability and position of the Company and Clearwire; and any assumptions underlying any of the foregoing, are forward-looking
statements. Such statements are based upon current plans, estimates and expectations that are subject
to risks, uncertainties and assumptions. The inclusion of
such statements should not be
regarded as a representation that such plans, estimates or expectations will be achieved. You should not place undue reliance on
such statements. Important factors that could cause actual results to differ materially from such
plans, estimates or expectations include, among others, (i) any
conditions imposed in
connection with the transaction, (ii) approval of the transaction by Clearwire stockholders, (iii) the satisfaction of various other conditions to
the closing of the transaction contemplated by the Merger Agreement, (iv) legal proceedings that may
be initiated related to the transaction, and (v) other factors
discussed in Clearwires
and the Companys Annual Reports on Form 10-K for their respective fiscal years ended December 31, 2012, their other respective filings
with the U.S. Securities and Exchange Commission (the SEC) and the proxy statement and
other materials that have been or will be filed with the SEC by
Clearwire in connection with
the transaction. There can be no assurance that the transaction will be completed, or if it is completed, that it will close within the
anticipated time period or that the expected benefits of the transaction will be realized.
None of the Company, Clearwire or Collie Acquisition Corp. undertakes any obligation to update any
forward-looking statement to reflect events or circumstances
after the date on which the
statement is made or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on any of
these forward-looking statements.
Additional Information and Where to Find It
In connection with the transaction, the Company and Clearwire have filed a Rule 13e-3 Transaction
Statement and Clearwire has filed a definitive proxy statement
with the SEC. The definitive
proxy statement has been mailed to the Clearwire's stockholders. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT
CLEARWIRE AND THE TRANSACTION. Investors and security holders may obtain free
copies of these documents and other documents filed with the SEC at the
SECs web site at
www.sec.gov. In addition, the documents filed by Clearwire with the SEC may be obtained free of charge by contacting Clearwire at Clearwire,
Attn: Investor Relations, (425) 505-6494. Clearwires filings with the SEC are also available
on its website at www.clearwire.com.
Participants in the Solicitation
Clearwire and its officers and directors and the Company and its officers and directors may be deemed
to be participants in the solicitation of proxies from
Clearwire stockholders with respect to
the transaction. Information about Clearwire officers and directors and their ownership of Clearwire common shares is set
forth in the definitive proxy statement for Clearwire's Special Meeting of Stockholders, which was
filed with the SEC on April 23, 2013. Information about the
Companys officers and
directors is set forth in the Companys Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the SEC
on February 28, 2013. Investors and security holders may obtain more detailed information regarding
the direct and indirect interests of the participants in the
solicitation of proxies in
connection with the transaction by reading the definitive proxy statements regarding the transaction, which was filed by Clearwire with the
SEC.
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