HOUSTON, May 21, 2013 /PRNewswire/ -- Crest Financial
Limited, the largest of the independent minority stockholders of
Clearwire Corporation (NASDAQ: CLWR), protested today's decision of
the Clearwire Board of Directors to adjourn the Clearwire special
meeting to consider Sprint's increased offer price of $3.40 per share.
According to David K. Schumacher,
Crest's General Counsel, "Sprint's decision to increase its offer
price and request an adjournment reveals that Sprint was unable to
secure a majority of the non-Sprint, 'minority' stockholder
votes—even though Sprint attempted to pack that 'minority' with
stockholders that are commercially tied to Sprint and Clearwire
have already agreed to vote in favor of the merger and sell their
shares to Sprint even if the merger is rejected."
Schumacher added: "Clearwire is acting in its usual
stockholder-unfriendly way by adjourning the special meeting to
grant Sprint the ability to pose a new, still inadequate
offer. This is a consistent theme of this Board: Do
everything possible to secure an undesirable merger with Sprint at
a below market price. Stockholders should demand that the
Clearwire Board finally act in the best interest of ALL
shareholders, not just in the interest of Sprint."
Crest said that it has sent a letter to the Clearwire Board of
Directors urging them to resist Sprint's new offer so that
Clearwire can pursue direct offers through a competitive process
once the bidding war over Sprint is concluded. Crest's letter
to the Clearwire Board says: "Sprint's new offer for
Clearwire still significantly undervalues Clearwire and its assets
and provides no protections to minority stockholders. This
incremental but grossly inadequate increase together with this
morning's sudden adjournment of the stockholder vote on Sprint's
first offer for Clearwire only confirms what we have been saying
for some time: Clearwire is the prize, and Sprint is trying
to buy Clearwire on the cheap and lock-up Clearwire's value before
Sprint itself is purchased by SoftBank or DISH. That lock-up
is patently unfair to minority stockholders. You can and must
refuse to abet Sprint in its ongoing scheme."
Crest's letter to the Clearwire Board also states: "[T]he Board
should approach this latest offer from Sprint for Clearwire in the
same way that the Sprint Board has approached the offers from
SoftBank and DISH for Sprint—i.e., you should press for
every advantage and secure Clearwire's true value and adequate
protections for minority stockholders. That must include, at
a minimum, obtaining a premium package of consideration, insisting
on a new Clearwire corporate governance structure that protects
minority stockholders, and negotiating merger terms that ensure a
fair deal process."
The letter to the Clearwire Board concludes: "You should
recommend that minority stockholders reject this new inadequate
offer and terminate the merger agreement as soon as possible so
that Clearwire will be free of the merger agreement's restrictive
covenants and you can pursue other financing and purchase
offers. We stand by our offer to provide Clearwire with
$240.0 million in convertible debt on
more favorable terms than Clearwire's existing Note Purchase
Agreement with Sprint, which would enable Clearwire to continue
operations during this competitive bidding process."
Crest also said that it has sent a letter to Clearwire's other
stockholders urging them to reject Sprint's new offer and to
pressure the Clearwire Board to pursue a direct, competitive
bidding process for Clearwire after the battle for Sprint is
concluded.
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
letters to the Clearwire Board and the letter to the Clearwire
stockholders 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 has been mailed to the stockholders
of Clearwire. 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