Clearwire (the "Company") today announced that Institutional
Shareholder Services ("ISS"), a leading independent proxy voting
and corporate governance advisory firm, recommends that Clearwire
stockholders vote 'FOR' the proposed transaction with Sprint. The
Company also commented on Glass Lewis' recent report regarding the
transaction.
Clearwire issued the following statement, "We are very pleased
that ISS has recommended that stockholders vote FOR the proposed
transaction with Sprint. This recommendation affirms the conclusion
of a rigorous multi-year strategic review and reinforces the
board's unanimous belief that this combination is the best
strategic alternative for Clearwire's minority stockholders,
delivering certain, fair and attractive value."
In its report dated May 10, 2013, recommending that stockholders
vote FOR the merger, ISS stated the following:1
- "The current [Sprint] offer falls within an appropriate
valuation range as determined by evaluating independent analyst
price targets, relative share price premia, and precedent
transactions for similar spectrum.
- "Because the sales process appears to have been both extensive
and well-known in the industry; CLWR's business is increasingly
unviable on a stand-alone basis; the company requires interim
financing from Sprint to fund operations and satisfy interest
payments...a vote FOR the transaction is warranted."
Clearwire also noted that it strongly believes that Glass Lewis
reached the wrong conclusion in failing to recommend that
stockholders vote for the proposed Sprint transaction. The
Company believes that in its report, Glass Lewis failed to
recognize the comprehensive process that led both the Special
Committee and the entire board of directors to unanimously
determine that the Sprint transaction is the best alternative for
Clearwire's stockholders.
The Clearwire board unanimously recommends that
stockholders follow the recommendation of ISS and
vote their shares FOR all of the proposals relating to the
proposed transaction with Sprint by returning the
WHITE proxy card with a "FOR" vote. The failure to
vote or an abstention has the same effect as a vote against the
proposed combination. Because some of the proposals required
to close the proposed transaction requires the affirmative vote of
75% of all outstanding shares, the votes of all of Clearwire
stockholders are important.
If stockholders do not approve the proposals related to
the proposed combination, there is no assurance that shares of
Clearwire common stock will be able to be sold for the same or
greater value in the future. As Clearwire has previously
stated, if the transaction is not approved, there will be
substantial doubt about Clearwire's ability to continue operations,
especially as the company projects that it will run out of
liquidity in the first quarter of 2014. Furthermore, a
rejection of the Sprint transaction would increase the difficulty
in raising new capital, could limit available vendor financing for
any future LTE network build and would create operational
challenges in all areas of the business.
Clearwire urges stockholders to discard any gold proxy cards
they may receive, as these proxy cards were sent by a dissident
stockholder. If stockholders previously submitted a gold
proxy card, Clearwire urges stockholders to cast their vote as
instructed on the WHITE proxy card as soon as
stockholders receive it. A vote on the WHITE
proxy card will revoke any earlier dated proxy card that was
submitted, including any white proxy card. If stockholders have
questions or need assistance voting their shares, please contact
Clearwire's proxy solicitor, MacKenzie Partners, Inc., toll-free at
(800) 322-2885 or call collect at (212) 929-5500.
|
If you have any questions,
require assistance with voting your WHITE proxy card, or need
additional copies of the proxy materials, please contact:
MacKenzie Partners, Inc. 105 Madison Avenue New York, NY 10016
proxy@mackenziepartners.com (212) 929-5500 (Call
Collect) Or TOLL-FREE (800) 322-2885 |
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 and related transactions (the "transaction")
between Sprint and Clearwire. 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 efficiencies of the transaction; the
competitive ability and position of Sprint 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, any conditions imposed in
connection with the transaction, approval of the transaction by
Clearwire stockholders, the satisfaction of various other
conditions to the closing of the transaction contemplated by the
merger agreement, and other factors discussed in Clearwire's and
Sprint's 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.
Clearwire does not undertake 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, Clearwire has filed a Rule
13e-3 Transaction Statement and 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 SEC's 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. Clearwire's 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 Sprint 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 24, 2013.
Information about Sprint officers and directors is set forth in
Sprint's 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 statement regarding the transaction,
which was filed by Clearwire with the SEC.
1 Permission to use quotations was neither sought nor
obtained.
CONTACT: Media Contacts:
Susan Johnston, (425) 505-6178
susan.johnston@clearwire.com
JLM Partners for Clearwire
Mike DiGioia or Jeremy Pemble, (206) 381-3600
mike@jlmpartners.com or jeremy@jlmpartners.com
Investor Contacts:
Alice Ryder, (425) 505-6494
alice.ryder@clearwire.com
MacKenzie Partners for Clearwire
Dan Burch or Laurie Connell, (212) 929-5500
dburch@mackenziepartners.com or lconnell@mackenziepartners.com
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