HOUSTON, May 16, 2013 /PRNewswire/ -- Crest Financial
Limited, the largest of the independent minority stockholders of
Clearwire Corporation (NASDAQ: CLWR), yesterday sent a letter to
Clearwire stockholders detailing why it is asking Clearwire
stockholders to reject the proposed merger with Sprint Nextel
Corporation.
The letter reiterates Crest's belief that Clearwire and its
trove of spectrum is "the ultimate prize in the intensifying battle
for Sprint." The Sprint effort to merge with Clearwire is really
"an attempt to take value from the Clearwire stockholders without
offering them fair value," the letter states.
The letter also states:
"We believe allowing Sprint to consummate the Sprint-Clearwire
Merger will leave enormous value on the table for Clearwire
stockholders—value that will assuredly be captured by Sprint and
its ultimate acquirer. We believe that one way in which Sprint and
its ultimate acquirer could capture this value is by using its
controlling position in Clearwire to cause it to sell its excess
spectrum and, instead of using these proceeds to build-out
Clearwire's network, Sprint could use these proceeds to pay down
some portion of the debt that was incurred to purchase Sprint in
the first place. It is no secret that both SoftBank and DISH
intend to incur a significant amount of debt to purchase
Sprint. Each of SoftBank and DISH also claim that it will be
able to reduce this debt burden over a relatively short period of
time. We believe that a sale of excess Clearwire spectrum is
one way in which this de-leveraging could occur. However, we
believe that Sprint and its ultimate acquirer would be able to use
the excess Clearwire spectrum for this purpose ONLY IF Sprint
controls 100% of Clearwire. Our view is based on the
following: First, unless Sprint owns 100% of Clearwire's
stock, Clearwire could not distribute the proceeds from such a sale
of spectrum to just Sprint. Second, we believe that if
Sprint, through its controlling position in Clearwire, were to
cause Clearwire to sell excess spectrum while litigation is pending
over the conduct of Sprint, Clearwire, and the Clearwire Board,
such a sale could adversely affect the position of these parties in
such a proceeding if such a sale were made at the values we believe
should be attributed to Clearwire's spectrum. Thus, a
successful vote "AGAINST" the Sprint-Clearwire Merger would prevent
Sprint from benefiting from the Clearwire spectrum assets in this
way at the expense of the Clearwire stockholders.
"SoftBank's CEO Son recently said that Clearwire stockholders
like Crest that have urged Clearwire to seek a better deal "can
stay as shareholders for however long they want. We are happy with
just 65 percent [of Clearwire stock]." For all of the reasons
stated above, we do not believe this statement. We firmly
believe that, if Sprint does not control 100% of Clearwire, the
value that Sprint's suitors have attached to Sprint dissipates,
while, at the same time, Clearwire's minority stockholders will
still have the opportunity to realize that value for
themselves.
"In short, Clearwire is the ultimate prize in the intensifying
battle for Sprint. It is time to lift the veil off of these
back-to-back merger transactions so Clearwire stockholders can see
them for what they are—an attempt to take value from the Clearwire
stockholders without offering them fair value. We do not
believe that this or any other offer from Sprint can reflect the
true value of Clearwire. Only when SoftBank, DISH, or another
suitor for the Clearwire spectrum makes a direct offer for the
Clearwire stock or Clearwire's assets will this true value be
discovered."
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 full
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 Corporation ("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 was 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