HOUSTON, May 23, 2013 /PRNewswire/ -- Crest Financial
Limited, the largest independent minority shareholder of Clearwire
Corporation (NASDAQ: CLWR) with approximately 8.25% of the Class A
common stock of Clearwire, today filed a supplement to its
definitive proxy statement with the Securities and Exchange
Commission. Crest continues to urge Clearwire stockholders to
reject the proposed merger with Sprint Nextel Corporation.
Crest reiterated that it opposes the Sprint-Clearwire merger
because it believes that Clearwire would be better off if it
remained a stand-alone company. Sprint's new offer of $3.40 in cash per share still significantly
undervalues Clearwire – based on several measures – and was devised
by Sprint in a way that unfairly disadvantages minority
stockholders, Crest said. The proxy supplement also notes that
Crest has been joined in its opposition to the merger by a group of
other large minority Clearwire stockholders led by Mount Kellett
Capital Management LP who hold approximately 18.2% of the Class A
common stock of Clearwire.
Crest emphasized another reason stockholders should oppose the
merger: Delaware law states
that a Clearwire stockholder who votes FOR the Sprint-Clearwire
merger cannot elect to exercise its appraisal rights.
According to David K. Schumacher,
Crest's General Counsel: "Any vote in favor of the merger agreement
would limit your range of options to recover the fair value of your
shares if Sprint succeeds in its unfair bid for Clearwire.
Crest has already taken all necessary steps to perfect its
appraisal rights under Delaware
law. This means that Crest can ask the Delaware Court of Chancery to determine the
fair value of its Clearwire common stock if the Sprint-Clearwire
merger is consummated and certain other conditions are
satisfied. But appraisal rights are by definition individual
rights. You must perfect your own appraisal rights if you are
to carry on the fight for fair value in an appraisal
proceeding."
Crest has filed a lawsuit in Delaware against Sprint, Clearwire and the
directors of Clearwire because Crest believes that the defendants
breached their fiduciary duties by scheming to extract value from
Clearwire at the expense of the minority stockholders. In
addition, Crest has petitioned the Federal Communications
Commission in Washington, D.C., to
stop the proposed Softbank-Sprint and Sprint-Clearwire transactions
because they would treat minority stockholders of Clearwire
unfairly and the transactions would not be in the public's best
interest.
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 against the merger, please
call D.F. King & Co. at (800)
949-2583. The full proxy statement and supplement 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 supplement to its
definitive proxy statement with the U.S. Securities and Exchange
Commission ("SEC"). The supplement to will be mailed to the
stockholders of Clearwire on or around May
24, 2013. SECURITYHOLDERS OF CLEARWIRE ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND THE SUPPLEMENT, 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, the supplement 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 and the supplement are 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