Reiterates Recommendations of Two Leading Proxy
Advisory Firms – ISS and Egan-Jones – to Vote 'FOR' Proposed
Transaction with Sprint
Transaction Delivers Fair, Attractive and Certain
Value
Urges Stockholders to Vote TODAY
Clearwire (Nasdaq:CLWR) ("Clearwire" or the "Company") today issued
the following open letter to stockholders:
Dear Clearwire Stockholder:
Time is short, as the Clearwire Special Meeting of Stockholders
is just days away. The proposed Sprint transaction delivers fair,
attractive and certain value and Clearwire's Board of
Directors unanimously recommends that stockholders
vote "FOR" the Sprint transaction on the WHITE proxy card
TODAY.
TWO LEADING PROXY ADVISORY FIRMS
RECOMMEND THAT CLEARWIRE STOCKHOLDERS VOTE 'FOR' PROPOSED
TRANSACTION WITH SPRINT
In its May 10, 2013, report Institutional Shareholder
Services concluded:* "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...a vote FOR
the transaction is warranted."
Egan-Jones came to a similar conclusion in its
May 12, 2013, report:* "We believe that the proposed transaction
represents what is currently the best available strategic
alternative for shareholders...[Egan-Jones] recommend[s]
that clients holding shares of CLEARWIRE CORPORATION vote "FOR"
this Proposal provided in the WHITE proxy card provided by the
management."
THE OFFER PRICE REPRESENTS A FAIR,
ATTRACTIVE AND CERTAIN VALUE TO CLEARWIRE STOCKHOLDERS
Over the course of the previous year, Clearwire's stock has been
as low as $0.83. The proposed $2.97 per share offer price equates
to a total payment to Clearwire minority stockholders of
approximately $2.2 billion, representing a:
- 130% premium to Clearwire's closing share
price on October 10, 2012, the day prior to speculation regarding
Clearwire's involvement in the SoftBank-Sprint merger
negotiations
- 40% premium to the closing share price on
November 20, 2012, the day before Clearwire received Sprint's $2.60
per share initial non-binding indication of interest
- 31% premium to the price received by Google
for its Clearwire Common Stock on March 1, 2012
- 117% premium to the price received by Time
Warner for its Clearwire Common Stock on October 3, 2012
In addition, Comcast, Intel, and Bright House Networks –
which together own ~13% of Clearwire's voting shares, or ~26% of
non-Sprint voting shares – all significant Clearwire stockholders,
have pledged to vote their shares in support of the
transaction.
TRANSACTION FOLLOWS A MULTI-YEAR
STRATEGIC REVIEW THAT INCLUDED THE EVALUATION OF NUMEROUS
ALTERNATIVES
Clearwire's board and management undertook an extensive,
two-year process to explore strategic and financial alternatives,
and Clearwire board's Special Committee, with its own independent
advisors, carefully examined numerous alternatives to the Sprint
proposal. Following the completion of this rigorous process,
both the Special Committee and the entire board of
directors unanimously determined that the Sprint transaction was
the best alternative for Clearwire's stockholders.
MAXIMIZE THE VALUE OF YOUR INVESTMENT IN
CLEARWIRE –
VOTE "FOR" THE SPRINT TRANSACTION ON THE
WHITE PROXY CARD TODAY
The Clearwire board unanimously recommends that you vote
your shares FOR all of the proposals relating to the
proposed transaction with Sprint by returning the
WHITE proxy card with a "FOR" vote for all
proposals.
If stockholders do not approve the proposals related to
the proposed combination, there is no assurance that your shares of
Clearwire common stock will be able to be sold for the same or
greater value in the future.
If you previously submitted a gold proxy card, we urge you to
cast your vote as instructed on the WHITE proxy
card as soon as you receive it. A vote on the
WHITE proxy card will revoke any earlier dated
proxy card that was submitted, including any white proxy card.
Thank you for your continued support.
Sincerely,
Clearwire
|
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 23, 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.
|
*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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