HOUSTON, May 10, 2013 /PRNewswire/ -- Crest Financial
Limited, the largest of the independent, minority stockholders of
Clearwire Corporation (NASDAQ: CLWR), has told its brokerage firms
to take all necessary steps to perfect Crest's rights under Section
262 of the Delaware General Corporation Law to seek appraisal for
the common stock of Clearwire Corporation that it beneficially
owns.
The Delaware law permits
Clearwire shareholders electing to exercise their appraisal rights
to ask the Delaware Court of
Chancery to determine the fair value of their Clearwire common
stock if the Sprint-Clearwire merger is consummated and certain
other conditions are satisfied. The law states that a
Clearwire stockholder that votes FOR the Sprint-Clearwire merger
cannot elect to exercise its appraisal rights.
David Schumacher, general counsel
of Crest, said: "Crest will vote AGAINST the proposed
Sprint-Clearwire merger. We are taking this action today to
preserve our rights to an appraisal by the Delaware court. The law prevents Clearwire
stockholders that vote FOR the merger from seeking fair value for
their shares through an appraisal action. Therefore, those
Clearwire shareholders that vote FOR the merger will not be able to
participate in, or benefit from, a recovery in any appraisal
action. We are optimistic that the court will decide that the fair
value of Clearwire's common stock is significantly higher than the
$2.97-a-share that Sprint is offering
for it."
Crest has long argued that the price Sprint Nextel Corporation
is offering to pay Clearwire stockholders for their shares is
highly 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.
Crest also commended Glass, Lewis & Co., a leading proxy
advisory firm, for its recommendation urging that Clearwire
stockholders vote against the proposed merger with Sprint. Crest
said is strongly disagreed with the view of ISS that the
Sprint-Clearwire merger should succeed.
Schumacher said: "Crest Financial strongly disagrees with the
recommendation of ISS. As we have said and, we believe,
demonstrated, Clearwire would be far stronger and would provide
more value for its shareholders if were to remain a stand-alone
company. We believe that Clearwire's board and management have
agreed to sell Clearwire at a price that significantly undervalues
Clearwire's spectrum assets and they have not acted in the best
interests of Clearwire's stockholders other than Sprint.
"In sharp contrast, Glass, Lewis & Co., an important proxy
advisory firm, agrees with Crest that Sprint's offer is not the
best possible alternative available to Clearwire and its
shareholders, that Sprint's offer undervalues Clearwire and that
stockholders of Clearwire should reject the Sprint merger offer. We
are particularly baffled by ISS's analysis regarding the actions of
the Clearwire board in seeking alternatives when Charlie Ergen of DISH Network, who provided
Clearwire with a possible alternative to the Sprint transaction,
yesterday characterized DISH's dealings with the Clearwire board as
a game of 'Whac-a-Mole,' in which 'every time we answered a
question, something else popped up.'"
Masayoshi Son, Chief Executive of
SoftBank, has made a number of public statements recently regarding
the SoftBank-Sprint merger and the Sprint-Clearwire merger. It was
reported in a Dow Jones Newswire story that Son would not expect
Sprint to allow Clearwire's board to consider bankruptcy and that
Sprint would continue to finance Clearwire after a negative vote.
Following this report, Crest's Schumacher said: "Crest firmly
believes that the Clearwire board must act in the best interests of
all Clearwire shareholders. We believe that Son's statements
demonstrate that, if the Clearwire shareholders reject the
Sprint-Softbank merger, SoftBank and Sprint intend to use Sprint's
position as Clearwire's majority shareholder to make decisions
regarding the future of Clearwire that are in the best interests of
only Sprint and SoftBank and not in the best interests of all
Clearwire shareholders. If Clearwire's shareholders reject the
Sprint-Clearwire merger as we expect, Crest will aggressively
protect its rights as a minority shareholder in Clearwire."
Schumacher concluded: "Crest will continue to aggressively wage
its proxy fight against the Sprint-Clearwire merger. We are
extremely pleased with the number of holders who have reached out
to us in support of our efforts. Over the next week, Crest
looks forward to speaking to all holders to urge them to use the
GOLD proxy card and vote "AGAINST" the Sprint-Clearwire
merger."
D.F. King & Co, Inc. has been
retained by Crest to assist it in the solicitation of proxies in
opposition to the merger. If stockholder 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 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