The Board of Directors of Clearwire (Nasdaq:CLWR) ("Clearwire" or
the "Company") today issued an open letter to stockholders in
connection with its proposed transaction with Sprint recommending
that stockholders vote 'FOR' the proposed transaction. The letter
highlights the favorable recommendations of leading proxy advisory
services and conveys compelling reasons why this transaction is the
best strategic alternative for shareholders.
The full text of the letter follows:
May 28, 2013
Dear Fellow Stockholder:
Last week, Sprint increased its offer for Clearwire to
$3.40 per share, significantly improving the value of the proposed
combination.
My years with Clearwire and decades of industry experience give
me a clear understanding of the company's strengths as well as the
challenges we will face in the coming months.
For me and my fellow directors, the decision about voting
FOR Clearwire's proposed merger with Sprint is
clear. It is quite simply the best strategic option for all
stockholders, and I once again encourage you to vote your shares
FOR all of the proposals relating to the
transaction with Sprint.
SPRINT SAYS THIS IS ITS BEST AND FINAL
OFFER
Sprint's increased offer price
represents certain, fair and attractive value and represents
a:
- 14% premium to Sprint's previous offer of
$2.97; and
- 162% premium to Clearwire's closing share
price the day before the Sprint-SoftBank discussions were first
confirmed in the marketplace on October 11, 2012 when Clearwire was
also speculated to be a part of that transaction.
Importantly, Sprint has stated that this represents its
best and final offer to Clearwire's unaffiliated
stockholders.
LEADING PROXY ADVISORY FIRMS ISS AND EGAN
JONES RECOMMENDED CLEARWIRE STOCKHOLDERS VOTE 'FOR' PROPOSED
TRANSACTION WITH SPRINT AT THE PREVIOUS OFFER OF $2.97
Institutional Shareholder Services ("ISS") and Egan Jones are
leading independent shareholder advisers. Both companies
recommended that stockholders vote FOR the proposed Sprint
transaction at the previous offer of $2.97 affirming the board's
conclusion that this combination is the best strategic alternative
for Clearwire's minority stockholders.
In its report dated May 10, 2013, ISS stated:*
"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."
"Because the sales process appears to have been both extensive
and well-known in the industry; CLWR's business is increasingly
unviable on a stand-alone basis; the company requires interim
financing from Sprint to fund operations and satisfy interest
payment...a vote FOR the transaction is warranted."
Clearwire's standalone prospects are risky and highly uncertain;
we urge you to maximize the value of your investment in Clearwire
and follow ISS's recommendation by voting for the Sprint
transaction.
MAXIMIZE THE VALUE OF YOUR INVESTMENT IN
CLEARWIRE – VOTE "FOR" THE SPRINT TRANSACTION ON
THE WHITE PROXY CARD TODAY
To be direct: 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 this proposed transaction is not
approved.
ALL REASONABLE ALTERNATIVES THOROUGHLY
EXAMINED; INCREASED SPRINT OFFER REPRESENTS BEST
STRATEGIC ALTERNATIVE FOR CLEARWIRE'S MINORITY
STOCKHOLDERS
Over a two-year period, Clearwire's board and management team
engaged in an extensive process to determine and evaluate numerous
strategic and financial alternatives. Following the completion
of this rigorous process, both the Special Committee and
the board members present voted unanimously that the Sprint
transaction was the best alternative for Clearwire's
stockholders.
Other alternatives are not actionable or do not deliver
better value. Most notably:
DISH: As reflected in our proxy filing on May 21, 2013,
Clearwire and DISH have not had any substantive discussions since
DISH made an unsolicited offer to acquire Sprint on April 15,
2013. Discussions to that point had not resulted in receipt of
an actionable proposal.
Verizon: Clearwire has not received an actionable proposal in
connection with Verizon's preliminary indication of interest in
buying approximately 5 billion MHz-POPs of spectrum leases located
in the Company's top 25 largest markets for a gross price of
approximately $1.0 to $1.5 billion, less the present value of the
spectrum leases. This would only yield after-tax net proceeds
to the Company of between approximately $550 million and $850
million.
Valid proxies that have already been submitted prior to the
originally scheduled May 21, 2013, Special Meeting will continue to
be valid unless properly changed or revoked prior to the vote being
taken at the rescheduled Special Meeting. If you previously
voted against the proposed combination, you can change your vote,
and I encourage you to do so.
A later-dated vote cast via the Internet, by telephone or a
later-dated signed proxy card voting "FOR" the
proposed combination on the WHITE proxy card, or a
vote at the meeting, will cancel any previous vote, including any
votes cast on a gold proxy card. A revocation of your
previous vote on the gold proxy card does not count as a vote "FOR"
the transaction. Voting on the WHITE card is
the only way to vote FOR the proposed combination and the only way
to ensure your vote is counted.
If you previously voted "FOR" the proposed
combination on the WHITE proxy card, your vote
will still be counted at the Special Meeting of Stockholders on May
31, 2013, and you do not need to act at this time. If you have
questions or need assistance voting your shares, please contact our
proxy solicitor, MacKenzie Partners, Inc., toll-free at (800)
322-2885 or call collect at (212) 929-5500.
On behalf of the Clearwire board, we thank you for your
continued support.
Sincerely,
John Stanton
Executive Chairman of the Board
|
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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