HOUSTON, May 28, 2013 /PRNewswire/ -- Crest Financial
Limited, the largest of the independent minority stockholders of
Clearwire Corporation (NASDAQ: CLWR), today commended the proxy
advisory firm Glass Lewis & Co. for recommending a vote against
the proposed merger of Clearwire and Sprint Nextel Corporation.
David Schumacher, general counsel
of Crest, said: "Glass Lewis's independent analysis and expert
opinion confirm our view that Sprint is continuing to divert value
away from Clearwire and toward Sprint. As Glass Lewis has pointed
out, in pursuing this transaction with Sprint, Clearwire's board of
directors has shown 'sharply disproportionate deference to the
interests of Sprint.' Furthermore, Glass Lewis questioned
Clearwire's review of alternative offers and said minority
stockholders have 'significant cause' to doubt that Sprint made its
'best and final' offer for Clearwire. The only proper response
from Clearwire shareholders is to vote down the still-inadequate
offer by Sprint and wait until the contest for control of Sprint is
resolved. Only then can a true competitive process for
Clearwire proceed and its true value be unlocked."
Schumacher added: "If Sprint's bid for Clearwire fails, it
is not certain that a Sprint-SoftBank or Sprint-DISH transaction
will actually materialize. Clearwire is the ultimate prize in the
bidding war over Sprint. Thus, despite public statements to the
contrary, we doubt that SoftBank or DISH would be satisfied with a
Sprint that does not control 100% of Clearwire. But this does not
change the fact that Clearwire's stockholders should not approve
any offer while the battle over Sprint continues. Whether or not
Sprint is ultimately purchased by SoftBank, DISH, or another
suitor, the best course is for Clearwire to solicit direct,
competitive bids for the company, rather than permitting Sprint to
skim off the top by purchasing Clearwire at a discount and selling
itself at a premium. We therefore commend the Glass Lewis
recommendation that Clearwire's stockholders should reject Sprint's
latest unfair offer. The Glass Lewis recommendation stands in
stark contrast to the opinion of Institutional Investor Services
and Egan-Jones, both of which
wrongly supported the merger at $2.97
per share and still obstinately refuse to see Sprint's incremental
bump for the unfair offer that it is."
As Glass Lewis notes, "Sprint leveraged its position to secure
disproportionately favorable terms at the expense of independent
shareholders." That unfair process is not remedied but
confirmed by the incremental increased offer. According to
Glass Lewis, "Indeed, the undercurrent of the improved bid seems to
reinforce many of our doubts about the original transaction
process, and, in doing so, does little to off-set our belief that
the board has failed to ensure the Sprint bid represents the
greatest possible opportunity from the perspective of minority
shareholders."
Glass Lewis continued: "Fundamentally, our overarching
concern relates to Sprint's ability to influence alternatives
practicably available to Clearwire, both through its significant
equity ownership and board representation. In particular, as noted
in our original analysis, it appears the board made no meaningful
effort to stanch Sprint's restrictive impact on the strategic
review process. To the contrary, management either negotiated or
accepted decidedly non-standard deal terms that effectively
marginalized the board's ability to terminate the agreement with
Sprint in favor of an alternative transaction or, of equal import,
the pursuit of a viable stand-alone strategy. Deprived of any
codified resource to materially alter the existing agreement, we
continue to be unsurprised by the board's outward support for the
transaction."
In addition to commending Glass Lewis, Crest announced its
belief that Clearwire and Sprint are significantly overestimating
the implicit value of Clearwire spectrum assets reflected in
Sprint's latest offer. Sprint and Clearwire have stated that
Sprint's $3.40 per share offer
implies a transactional value of approximately $0.24 per MHz-POP. According to Crest,
however, former FCC Commissioner Harold
Furchtgott-Roth has estimated the implicit value for
Clearwire's spectrum reflected in Sprint's latest offer at
$0.14 per MHz-POP, which is
substantially below market. Schumacher stated, "Dr.
Furchtgott-Roth's estimates confirm that Sprint's latest offer
remains woefully inadequate."
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.
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 was 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