UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the
Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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Clearwire Corporation
(Name of Registrant as Specified in Its Charter)
Crest Financial
Limited
Crest Investment Company
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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Proposed maximum aggregate value of transaction:
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the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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This filing consists of the following documents:
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Letter by Crest Financial Limited to the stockholders of Clearwire Corporation made available on May 17, 2013
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Press Release by Crest Financial Limited dated as of May 17, 2013
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CREST FINANCIAL LIMITED
JPMorgan Chase Tower
600 Travis, Suite 6800
Houston, Texas 77002
May 17, 2013
Dear Fellow
Clearwire Stockholders:
In our letter dated May 15, 2013, Crest Financial Limited (
Crest
)
explained a number of reasons why you should vote AGAINST the proposed merger (the
Sprint-Clearwire Merger
) of Clearwire Corporation (
Clearwire
or the
Company
) with Sprint
Nextel Corporation (
Sprint
). As we said in that letter and on other occasions, Sprints offer grossly undervalues Clearwire and its spectrum assets.
Many of you may be asking yourselves what will happen to Clearwire after you and the other Clearwire stockholders vote AGAINST the
Sprint-Clearwire Merger? In our public statements and correspondence with our fellow stockholders, we have shown a number of different paths forward for Clearwire. Today, we want to focus on one in particular, which we mentioned in our May 15
letter: After we reject the Sprint-Clearwire Merger, the true bidding for Clearwire may begin, and therefore the Clearwire board of directors (the
Clearwire Board
) would be required to conduct a real and transparent process
to seek direct bids for 100% of the Clearwire shareswhether those bids are from SoftBank Corp. (
SoftBank
), DISH Network (
DISH
), or another suitor. As we will explain further below, we believe
that there are several scenarios that can be imagined in which direct bidding for Clearwire could occur.
In our May 15
letter, we discussed the bidding war underway between SoftBank and DISH for control of Clearwires valuable wireless spectrum. As we noted, SoftBank and DISH have not been bashful about their desire for Clearwire. SoftBanks CEO Masayoshi
Son has publicly proclaimed that, in the Sprint-SoftBank transaction, Clearwires spectrum is the key. At the same time, DISH Chairman Charlie Ergen has been equally transparent in his quest for Clearwire. Like SoftBanks chief
executive, Mr. Ergen see[s] huge value in Sprint-Clearwire. In fact, DISH initially bid directly for Clearwire. As Mr. Ergen recently explained, DISH would have liked to acquire Clearwire in its entirety, obviously, but
unbeknownst to [DISH], theyd sold control to Sprint, and he also said that the reason DISH made its offer to acquire Sprint was because DISH concluded that, after dealing with the Clearwire Board, theres really no way to
acquire [Clearwire] without acquiring Sprint and it accordingly shifted its interest to Sprint.
As we further
explained, this bidding war is not taking place through direct bids for Clearwire, which would benefit all of Clearwires stockholders. Instead, it is currently taking place through competing offers for Sprint. However, we envision scenarios
where this quickly changes and Clearwire becomes the direct target of the suitors looking to acquire control of Clearwires valuable spectrum. After we the stockholders have rejected Sprints unfair offer, the Clearwire Board will be free
to terminate the Sprint-Clearwire merger agreement, consider direct bids from DISH, SoftBank, or others for 100% of Clearwire, and recommend in favor of such a direct bid. At that time, the merger agreement itself will no longer constrain the
Clearwire Boards consideration of such alternatives. And Sprint will not have the ability under any other agreement, including the Equityholders Agreement, to prevent the Clearwire Board from considering and recommending
such alternatives. Such alternatives promise to turn what has been an unfair unilateral deal process with Sprint into a competitive process for Clearwire. For that to happen, however, we the
stockholders need to reject the Sprint merger. And the Clearwire Board needs to rebuff subsequent incremental bids by Sprint, which will only be obstacles to thwart alternative offers. We believe that competitive process to be the only way through
which we Clearwire stockholders would realize its true value.
The scenarios we envision arise from a simple
questionthat is, what will DISH or SoftBank do if it is not the winning bidder for Sprint?
Scenario
#1Sprint Board Rejects DISH Offer/Accepts SoftBank Offer
: If the Sprint board of directors rejects DISHs recent offer and continues forward with SoftBank, how would DISH respond? It is public knowledge that DISH now has
significant capital available to pursue alternatives for spectrum. We believe that it is not beyond reason, particularly given DISHs prior actions, that DISH could use this capital to make another, perhaps firmer, direct bid for 100% of
Clearwire.
Scenario #2Sprint Board Rejects SoftBank Offer/Accepts DISH Offer:
If the Sprint board of
directors decides that DISHs recent offer is superior to the SoftBank offer and elects to terminate Sprints merger agreement with SoftBank, what does SoftBank do? It is not farfetched to imagine a scenario where SoftBank, instead of
increasing its offer for Sprint, takes the termination fee that Sprint would be required to pay and submits a direct bid for 100% of Clearwire.
How this could play out is anybodys guess, but one thing is for sure: it will not play out before the contest for Sprint is settled. Before then, we the Clearwire shareholders need to hold firm and
reject Sprints attempt to lockdown Clearwire for cheap. Surely there are countless other scenarios regarding Sprints fate or an acquisition of Clearwire that could present themselves and that would benefit Clearwires minority
shareholders. However, what we do know is this: Unless we all vote AGAINST the Sprint-Clearwire Merger, we Clearwire stockholders will not have the opportunity to see whether DISH, SoftBank, or another suitor, would make an offer for Clearwire that
ultimately could benefit all Clearwire stockholders.
If any of these scenarios were to play out, the Clearwire Board would be
under heightened scrutiny to obtain an offer that is in the best interests of all Clearwire shareholders, not just Sprint. As we all know, the Clearwire Board owes fiduciary duties to all of the Clearwire stockholders, not just Sprint, and those
fiduciary duties are heightened in situations where the Company is for sale. We believe that, if Clearwire stockholders do reject the Sprint-Clearwire Merger, the spotlight on the Clearwire Board and its activities will be even brighter.
As we have explained in other public disclosures, we believe that the value of Clearwires spectrum increases every day with the
advent and development of the TDD-LTE technology that can utilize the same spectrum that Clearwire holds. We believe this is one reason why both SoftBank and DISH desperately want to control Clearwires spectrum. We therefore believe that, if
the scenarios we suggest become real, the Company could receive bids that reflect the true value of the Company, which, in our view, far exceeds the $2.97 per share that Sprint has offered. Moreover, if the Company were to attract bids in excess of
the price Sprint has offered, the Clearwire Board would be duty bound to pursue the offer and ultimately recommend that the Clearwire stockholders accept the offer. Indeed, if the Clearwire Board believes that Sprints $2.97 per share offer is
a fair price, we believe that it must conclude that any price higher than that is even better for Clearwires stockholders.
2
We also believe that the Clearwire Board would have to make this recommendation to support a
higher price for Clearwire shares even if Sprint is the majority stockholder and even if Sprint has indicated that it is not an interested seller. Sprints controlling position in Clearwire does not relieve the Clearwire Board of its fiduciary
duty to seek the best price it can get for Clearwire in a sale, including if that means looking beyond Sprint as the only possible suitor for Clearwire.
Some may argue that our possible scenarios will not play out for one simple fact: Sprint will not sell its shares in Clearwire. Indeed, we understand that Sprint cannot be forced to sell its stake in
Clearwire. However, we can envision a scenario where Sprint could be a seller. This could occur if bids for Clearwire were high enough to convince the Sprint board of directors that, in exercising their fiduciary duties, a sale of Sprints
Clearwire stock is in the best interests of Sprint and its stockholders. We could envision a scenario in which such a decision was a rational outcome. If this circumstance were to present itself to the Sprint board of directors, it could determine
that Sprint could carry on its current business without controlling Clearwire. Such a determination could be based on the following: Sprint would have already received a significant influx of cash (over $3 billion) from SoftBank. In addition, Sprint
would receive a significant amount of additional cash through the sale of its Clearwire shares, which would provide Sprint with an opportunity to reduce its debt and gain additional liquidity. And, finally, Sprint would still have access to
Clearwires spectrum through its existing 4G MVNO Agreement with Clearwire.
On the other hand, if Sprint were to prevent
a sale of the Company, we ask you: What does that say about Sprints assertions regarding the value of Clearwire? Sprint believes that its $2.97 per share price is fair to Clearwires minority stockholders. If the Clearwire Board were to
conduct the sales process we describe here and obtain a better offer than the Sprint offer, how could Sprint say with a straight face that such an offer is not better for Clearwires minority stockholders? We would say: It cant. If Sprint
were to reject another offer for Clearwire it would do so only if it were certain of one thingthat the Clearwire spectrum is much more valuable than its $2.97 per share price reflects.
Therefore, we believe that your vote AGAINST the Sprint-Clearwire Merger will allow the Clearwire Board to have another opportunity to
unleash the value of Clearwire through a sales process that seeks direct biddersthat is, bidders other than its controlling stockholder Sprintto make an offer for 100% of the Company.
* * *
We also want to bring to your attention two other issues for you to consider:
First, as we have stated in other public disclosures, Crest and other Clearwire stockholders have filed suit in the Delaware Court of
Chancery alleging breaches of fiduciary duty by Sprint and the Clearwire Board and challenging the fairness of the Sprint-Clearwire Merger. Among the issues raised in those law suits is whether the Voting and Support Agreement should be struck down
or enjoined. Recall that this is an agreement pursuant to which Intel Capital Corporation (and related entities), Comcast Wireless Investment, LLC, and BHN Spectrum Investments, LLC, who are Clearwire shareholders and, more importantly for this
issue, are parties to the governing Equityholders Agreement, agreed to vote for the Sprint-Clearwire Merger.
3
Crest continues to weight its options on how it would proceed from a litigation standpoint
if the Sprint-Clearwire Merger were approved. As we have noted in the past, the presiding judge in the pending litigation has said that
I think there are colorable claims here.
We also believe that this judge recognized that there
are circumstances in which a transaction can be rescinded. If we do pursue our claims that the terms of the Sprint-Clearwire Merger, including this Voting and Support Agreement, were coercive and unfair to the minority stockholders, we will not
hesitate to take the judge at his word and argue that the Sprint-Clearwire Merger should be rescinded based on the coercive Voting and Support Agreement and other merger terms to which the Clearwire Board inexcusably agreed.
Second, as we also have noted in some of our other public disclosures, even if the Clearwire stockholders approve the Sprint-Clearwire
Merger, other important conditions must be satisfied before the Sprint-Clearwire Merger can be consummated. Approval by the Federal Communications Commission (the
FCC
) of Sprints and its acquirers taking control
of Clearwires spectrum also must be obtained. The FCC is currently considering Sprints and SoftBanks joint application to take control of Clearwires spectrum. However, the FCCs approval of this application is not
certain. In fact, just yesterday, DISH sent a letter to the FCC asking it either to hold this proceeding in abeyance or to initiate a further evaluation by designating the SoftBank/Sprint application for a hearing. DISHs reason for making this
request is its assertion that DISH has reportedly been the target of possible extortionate behavior on the part of SoftBank arising from SoftBank reportedly having threatened banks that would fund DISHs offer for Sprint with
possible exclusion from participation in the planned initial public offering of the Chinese e-commerce company Alibaba Group, in which SoftBank apparently has a 33% equity stake. These allegations are serious and may give the FCC reason to delay the
approval that is needed before the Sprint-Clearwire Merger can close.
* * *
For all of the foregoing reasons as well as the reasons stated in Crests proxy materials, we urge you to vote
AGAINST
the Sprint-Clearwire Merger by signing and returning the
GOLD
proxy card.
Crest urges
all stockholders
NOT
to sign or return any WHITE proxy card sent to you by the Company.
If you have already
returned the WHITE proxy card, you can effectively revoke it by voting the
GOLD
proxy card. The
GOLD
proxy card will provide instructions on how to vote on-line. Only your latest-dated proxy card or vote will be counted.
If you have any questions or need assistance in voting the
GOLD
proxy card, please contact our proxy solicitor,
D.F. King & Co., Inc. at
1-800-949-2583
(toll-free). To access Crests definitive proxy statement at no charge, please visit the following website: http://www.dfking.com/clwr.
Sincerely yours,
/s/ David K. Schumacher
David K. Schumacher
General Counsel
Crest Financial Limited
4
************************************************************************************************************
About 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 Sprint-Clearwire
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 has been mailed to the
stockholders of Clearwire. SECURITYHOLDERS OF CLEARWIRE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ALL OTHER PROXY MATERIALS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE
PARTICIPANTS, CLEARWIRE, AND THE SPRINT-CLEARWIRE MERGER. The definitive proxy statement and all other proxy materials filed with the SEC are available at no charge on the SECs 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.
5
FOR IMMEDIATE RELEASE:
CONTACT: Jeffrey Birnbaum, (202) 661-6367, JBirnbaum@BGRPR.com
Crest Financial Offers
Positive Scenarios If Stockholders Block Sprint-Clearwire Merger
Urges Clearwire Stockholders to Vote Against Sprint-Clearwire
Combination
HOUSTON, May 17, 2013 Crest Financial Limited, the largest of the independent minority stockholders of
Clearwire Corporation (NASDAQ: CLWR), sent a letter to Clearwire stockholders today explaining the many ways that Clearwire could improve its financial position if they reject the proposed merger with Sprint Nextel Corporation. Specifically, the
letter explains that there are several scenarios that can be imagined in which direct bidding for Clearwire could occur.
The
letter states that there is a bidding war underway between SoftBank and DISH for control of Clearwires valuable wireless spectrum. But this bidding war is not taking place through direct bids for Clearwire, which would
benefit all of Clearwires stockholders. Instead, it is currently taking place through competing offers for Sprint.
However, Crest
envision[s] scenarios where this quickly changes and Clearwire becomes the direct target of the suitors looking to acquire control of Clearwires valuable spectrum, if the Clearwire stockholders reject the proposed merger with
Sprint. At that time, the Clearwire Board will be free to terminate the Sprint-Clearwire merger agreement, consider direct bids from DISH, SoftBank, or others for 100% of Clearwire, and recommend in favor of such a direct bid.
Crest further explains: Such alternatives promise to turn what has been an unfair unilateral deal process with Sprint into a
competitive process for Clearwire. For that to happen, however, we the stockholders need to reject the Sprint merger. And the Clearwire Board needs to rebuff subsequent incremental bids by Sprint, which will only be obstacles to thwart alternative
offers. We believe that competitive process to be the only way through which we Clearwire stockholders would realize its true value.
The letter then identifies potential scenarios in which Clearwire becomes the direct target of a bidding war:
Scenario #1Sprint Board Rejects DISH Offer/Accepts SoftBank Offer
: If the Sprint board of directors rejects DISHs recent
offer and continues forward with SoftBank, how would DISH respond? It is public knowledge that DISH now has significant capital available to pursue alternatives for spectrum. We believe that it is not beyond reason, particularly given DISHs
prior actions, that DISH could use this capital to make another, perhaps firmer, direct bid for 100% of Clearwire.
Scenario #2Sprint Board Rejects SoftBank Offer/Accepts DISH Offer:
If the Sprint board
of directors decides that DISHs recent offer is superior to the SoftBank offer and elects to terminate Sprints merger agreement with SoftBank, what does SoftBank do? It is not farfetched to imagine a scenario where SoftBank, instead of
increasing its offer for Sprint, takes the termination fee that Sprint would be required to pay and submits a direct bid for 100% of Clearwire.
Crest states: How this could play out is anybodys guess, but one thing is for sure: it will not play out before the contest for Sprint is settled. Before then, we the Clearwire shareholders
need to hold firm and reject Sprints attempt to lockdown Clearwire for cheap. Surely there are countless other scenarios regarding Sprints fate or an acquisition of Clearwire that could present themselves and that would benefit
Clearwires minority shareholders. However, what we do know is this: Unless we all vote AGAINST the Sprint-Clearwire Merger, we Clearwire stockholders will not have the opportunity to see whether DISH, SoftBank, or another suitor, would make an
offer for Clearwire that ultimately could benefit all Clearwire stockholders.
The letter adds: If any of these scenarios were to
play out, the Clearwire Board would be under heightened scrutiny to obtain an offer that is in the best interests of all Clearwire shareholders, not just Sprint. As we all know, the Clearwire Board owes fiduciary duties to all of the Clearwire
stockholders, not just Sprint, and those fiduciary duties are heightened in situations where the Company is for sale. We believe that, if Clearwire stockholders do reject the Sprint-Clearwire Merger, the spotlight on the Clearwire Board and its
activities will be even brighter.
The letter also states Crests belief that the value of Clearwires spectrum
increases every day with the advent and development of the TDD-LTE technology that can utilize the same spectrum that Clearwire holds. For this reason, Crest believes that Clearwire could receive bids that reflect the true value of the
Company, which, in [Crests] view, far exceeds the $2.97 per share that Sprint has offered. Crest also explains that, if the Clearwire Board believes that Sprints $2.97 per share offer is a fair price,
it must conclude
that any price higher than that is even better for Clearwires stockholders. And the Clearwire Board would have to make this recommendation to support a higher price for Clearwire shares even if Sprint is the majority stockholder
and even if Sprint has indicated that it is not an interested seller.
The letter states that Crest understand[s] that Sprint
cannot be forced to sell its stake in Clearwire but that Crest can envision a scenario where Sprint could be a seller. Specifically, [t]his could occur if bids for Clearwire were high enough to convince the Sprint board of
directors that, in exercising their fiduciary duties, a sale of Sprints Clearwire stock is in the best interests of Sprint and its stockholders. Specifically,
Sprints board of directors could determine that Sprint could carry on its current business without controlling Clearwire based on Sprints already significant influx
of cash (over $3 billion) from SoftBank, the significant amount of additional cash through the sale of its Clearwire shares, and the fact that Sprint would still have access to Clearwires spectrum through its existing
4G MVNO Agreement with Clearwire. Meanwhile, [i]f Sprint were to reject another offer for Clearwire it would do so only if it were certain of one thingthat the Clearwire spectrum is much more valuable than its $2.97 per share price
reflects.
The letter raises two other issues for the stockholders consideration.
First, Crest and other Clearwire stockholders have filed suit in the Delaware Court of Chancery alleging breaches of fiduciary duty by Sprint and
the Clearwire Board and challenging the fairness of the Sprint-Clearwire Merger. The letter states that Crest continues to weigh its options on how it would proceed from a litigation standpoint if the Sprint-Clearwire Merger were
approved and notes that the presiding judge in the pending litigation has said that I think there are colorable claims here.
Second, the letter explains that even if the Clearwire stockholders approve the Sprint-Clearwire Merger,
[a]pproval by the Federal Communications Commission (the
FCC
) of Sprints and its acquirers taking control of Clearwires spectrum also must be obtained. Though the FCC is currently considering Sprints and SoftBanks joint application to
take control of Clearwires spectrum, the agencys approval of this application is not certain. Crests letter notes that, just yesterday, DISH sent a letter to the FCC asking it either to hold this proceeding
in abeyance or to initiate a further evaluation by designating the SoftBank/Sprint application for a hearing because DISH has reportedly been the target of possible extortionate behavior on the part of SoftBank.
Based on all this, Crest concludes that a stockholder vote AGAINST the Sprint-Clearwire Merger will allow the Clearwire Board to have another
opportunity to unleash the value of Clearwire through a sales process that seeks direct biddersthat is, bidders other than its controlling stockholder Sprintto make an offer for 100% of the Company.
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
or
http://www.bancroftpllc.com/crest.
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 SECs 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.
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