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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This filing consists of the following documents:
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Letter by Crest Financial Limited to Board of Directors of Clearwire dated May 30, 2013
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Press Release by Crest Financial Limited dated May 30, 2013
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CREST FINANCIAL LIMITED
JPMorgan Chase Tower
600 Travis, Suite 6800
Houston, Texas 77002
May 30, 2013
VIA FEDERAL
EXPRESS AND FACSIMILE
John W. Stanton
Chairman, Board of Directors
Clearwire
Corporation
1475 120th Avenue NE
Bellevue, WA 98005
Dear Mr. Stanton:
Crest Financial Limited (
Crest
) urges the Clearwire Board of Directors (the
Board
) to consider genuinely DISH Network Corporations (
DISH
) tender offer for all outstanding shares of Clearwire Corporation (
Clearwire
or the
Company
) for $4.40 per share. The Board has an obligation to consider DISHs offer and, in light of the offer, to recommend that stockholders vote against Sprint Nextel Corporations
(
Sprint
) offer at the special meeting scheduled for tomorrow. To ensure against further defaults and misjudgments, the Board should immediately reconstitute the Special Committee with newly appointed, truly independent
directors and empower the Special Committee with the full authority of the Board to evaluate the DISH offer and any other offer for the Company that may be made after the Board conducts a fair and transparent process that encourages these offers,
and to make decisions about interim financing.
Clearwire must break free of Sprints oppressive control and unlock the
Companys true value by going through with tomorrows shareholder meeting, and terminating the merger agreement with Sprint following the Clearwire stockholders rejection of the Sprint merger proposal. Once released from the
ill-advised merger agreement with Sprint, you will be able to begin an open and competitive bidding process for the Company that will include DISH as well as any other competing bids. As Crest has been saying for some time, the battle for Clearwire
and its valuable spectrum assets is just beginning. You, the Clearwire Board, are duty bound to ensure that this process gives full value of the Company and its assets to
all
stockholdersnot just Sprint.
The Board has a fiduciary obligation to give full consideration to DISHs offer, which is clearly actionable, and any other eventual
offers that would trump the DISH offer. DISHs offer for Clearwire confirms what Crest and others have been saying for months: Clearwire is the crown jewel, and the Company can realize its true value only through a competitive bidding process.
DISH has initiated that process, and it is your legal obligation to pursue DISHs offer and other potential offers now.
To that end, you are obligated to recommend against Sprints lower-priced offer. The Board must encourage Clearwires
stockholders to reject Sprints latest bid at tomorrows special meeting. Perhaps the only favorable term in the otherwise oppressive merger agreement with
Sprint is the provision that you can change your recommendation and advise the stockholders to vote AGAINST
the deal without paying a termination fee. You should exercise that option now. After the Clearwire stockholders accept your revised recommendation and vote AGAINST the Sprint offer, the Clearwire Board can terminate the unfair Sprint merger
agreement, consider DISHs offer, and solicit direct bids from others. Clearwire can pursue this course with the assurance that it will be able to continue operations during the competitive bidding process because Crest stands by its offer to
provide the Company with $240.0 million in convertible financing, and is even willing to improve the exchange ratio to $2.50 per share (from the previous ratio of $2.00 per share) to match DISHs proposed financing terms.
DISHs proposal is superior to Sprints latest incremental bump and prior offers in every way. Most obviously, DISH has bid
$1.00 more per share than Sprints best and final offer. This is a 29% premium over Sprints latest bid. Moreover, DISHs tender offer is more favorable to minority stockholders than Sprints attempted squeeze-out.
Though DISHs offer is available to all stockholders, it does not force any minority stockholders to sell against their will. DISHs offer would also reduce Sprints dominance of the Clearwire Board and provide a much-needed
additional voice on Clearwires key corporate decisions.
DISHs proposed financing terms are also superior to the
Sprint Note Purchase Agreement. Under DISHs proposal, Clearwire would still be able to draw down a maximum of $800.0 million, but it would do so at the less coercive exchange ratio of $2.50 per share, which would result in two-thirds less
dilution than the terms of Sprints financing. In addition, DISHs proposal would respect existing pre-emptive rights under the Clearwire Equityholders Agreement by allowing eligible Clearwire stockholders to avoid dilution by
purchasing exchangeable notes.
Of course, although superior to Sprints current offer, DISHs offer may turn out
still to be inadequate for Clearwires stockholders. As we have said repeatedly, the battle for Clearwire is just beginning. To ensure that this ensuing battle redounds to the benefit of all Clearwire stockholders, the Board must create an open
and transparent process whereby all interested parties can make offers to Clearwires stockholders. Only through such a competitive bidding process can all Clearwire stockholders reap the full value of their shares.
Throughout the process thus far, we believe the Special Committee has been feckless and Clearwires directors have failed to account
for the best interests of minority stockholders. The time has come for that to end. We hereby request that you appoint a wholly new and truly independent Special Committee made up of newly appointed directors. Such a reconstitution would ensure
completely fresh perspectives, and a Special Committee unencumbered by the past defaults and misjudgments of the current Special Committeemost obviously the flawed recommendations that stockholders accept clearly inadequate Sprint bids at
$2.97 and $3.40 per share. The newly reconstituted Special Committee should be delegated all the powers of the Board, including decisions regarding interim financing, and specifically directed to run a fair and transparent process and evaluate all
offers accordingly. We would welcome minority shareholder input on candidates to be considered for the Special Committee.
In
order to consider DISHs offer and any other offer that may be forthcoming through a competitive bidding process, the Board must recommend against the Sprint merger at tomorrows stockholders meeting, allow the stockholders to vote AGAINST
the Sprint offer, and then terminate the merger agreement to break free from Sprints oppressive control. Sprint
2
obtained majority control through the Eagle River transaction, and then secured veto power over alternative transactions and financing proposals through the unfair merger agreement. Sprint has
abused its controlling position, wielding it as a cudgel against fair dealing for minority stockholders. The Board must not permit those abuses to continue. Once released from Sprints oppressive control following the stockholders
rejection of the Sprint offer tomorrow, the Company will be free to pursue DISHs offer or competing bids and thus to realize the true value of Clearwire for
all
stockholdersnot just its controlling stockholder Sprint.
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Sincerely yours,
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David K. Schumacher
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General Counsel
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Crest Financial Limited
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FOR IMMEDIATE RELEASE:
CONTACT: Jeffrey Birnbaum, (202) 661-6367, JBirnbaum@BGRPR.com
Crest Financial Urges
Clearwire Board to Recommend AGAINST Sprint Merger, Open Competitive Bidding for Clearwire, and Reconstitute Special Committee
Sends
letter to Clearwire Board calling DISHs offer clearly superior to Sprints and urging the Clearwire Board to pursue a competitive bidding process
HOUSTON, May 30, 2013 Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), today urged the Clearwire Board of Directors to
reverse its recommendation on the Sprint-Clearwire merger following DISH Network Corporations $4.40 per share tender offer announced last night and to pursue an open and competitive bidding process for Clearwire. Crest also urged
the Board immediately to reconstitute the Special Committee with newly appointed, truly independent directors and empower the Special Committee with the full authority of the Board to evaluate the DISH offer and any other offer for the Company
that may be made after the Board conducts a fair and transparent process that encourages these offers, and to make decisions about interim financing.
According to David K. Schumacher, Crests General Counsel, The Board has a fiduciary obligation to give full consideration to DISHs offer, which is clearly actionable, and any other
eventual offers that would trump the DISH offer. DISHs offer for Clearwire confirms what Crest and others have been saying for months: Clearwire is the crown jewel, and the Company can realize its true value only through a competitive bidding
process. DISH has initiated that process, and it is your legal obligation to pursue DISHs offer and other potential offers now.
Schumacher added: The Board must encourage Clearwires stockholders to reject Sprints latest bid at tomorrows special meeting.
Perhaps the only favorable term in the otherwise oppressive merger agreement with Sprint is the provision that you can change your recommendation and advise the stockholders to vote AGAINST the deal without paying a termination fee. You should
exercise that option now. After the Clearwire stockholders accept your revised recommendation and vote AGAINST the Sprint offer, the Clearwire Board can terminate the unfair Sprint merger agreement, consider DISHs offer, and solicit direct
bids from others. Clearwire can pursue this course with the assurance that it will be able to continue operations during the competitive bidding process because Crest stands by its offer to provide the Company with $240.0 million in convertible
financing, and is even willing to improve the exchange ratio to $2.50 per share (from the previous ratio of $2.00 per share) to match DISHs proposed financing terms.
Crests letter also notes: Of course, although superior to Sprints current offer, DISHs offer may turn out still to be inadequate for Clearwires stockholders. As we have said
repeatedly, the battle for Clearwire is just beginning. To ensure that this ensuing battle redounds to the benefit of all Clearwire stockholders, the Board must create an open and transparent
process whereby all interested parties can make offers to Clearwires stockholders. Only through such a competitive bidding process can all Clearwire stockholders reap the full value of their shares.
Schumacher stated: Throughout the process thus far, we believe the Special Committee has been feckless and Clearwires directors have failed
to account for the best interests of minority stockholders. The time has come for that to end. We hereby request that you appoint a wholly new and truly independent Special Committee made up of newly appointed directors. Such a reconstitution would
ensure completely fresh perspectives, and a Special Committee unencumbered by the past defaults and misjudgments of the current Special Committeemost obviously the flawed recommendations that stockholders accept clearly inadequate Sprint bids
at $2.97 and $3.40 per share. The newly reconstituted Special Committee should be delegated all the powers of the Board, including decisions regarding interim financing, and specifically directed to run a fair and transparent process and evaluate
all offers accordingly. We would welcome minority shareholder input on candidates to be considered for the Special Committee.
The
letter to the Clearwire Board concludes: In order to consider DISHs offer and any other offer that may be forthcoming through a competitive bidding process, the Board must recommend against the Sprint merger at tomorrows
stockholders meeting, allow the stockholders to vote AGAINST the Sprint offer, and then terminate the merger agreement to break free from Sprints oppressive control. Sprint obtained majority control through the Eagle River transaction, and
then secured veto power over alternative transactions and financing proposals through the unfair merger agreement. Sprint has abused its controlling position, wielding it as a cudgel against fair dealing for minority stockholders. The Board must not
permit those abuses to continue. Once released from Sprints oppressive control following the stockholders rejection of the Sprint offer tomorrow, the Company will be free to pursue DISHs offer or competing bids and thus to realize
the true value of Clearwire for
all
stockholdersnot just its controlling stockholder Sprint.
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 to the Clearwire Board 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 supplement to its definitive proxy statement with the U.S. Securities and Exchange Commission (
SEC
). The definitive proxy
statement and the supplement have been mailed to the stockholders of Clearwire. SECURITYHOLDERS OF CLEARWIRE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND THE SUPPLEMENT, WHICH ARE 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 SECs 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
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