Clearwire Corporation (NASDAQ: CLWR) ("Clearwire" or the "Company")
today acknowledged that DISH Network Corporation (NASDAQ: DISH)
("DISH") has commenced an unsolicited cash tender offer to acquire
all outstanding common shares of Clearwire at a price of $4.40 per
share.
In light of this development, and pursuant to the discretionary
authority granted to the chairman of the meeting by Clearwire's
bylaws, the Company plans to adjourn its Special Meeting of
Stockholders, which is scheduled to be held at 10:30 a.m. Pacific
time on Friday, May 31, 2013, without conducting any business. The
Special Meeting of Stockholders will reconvene on Thursday, June
13, 2013, at 10:30 a.m. Pacific time at the Highland
Community Center, 14224 Bel-Red Road, Bellevue, Washington,
98007. The record date for stockholders entitled to vote at
the Special Meeting remains April 2, 2013.
The Special Committee of Clearwire's board of directors (the
"Special Committee") has determined, consistent with its fiduciary
duties, that it will engage with DISH to discuss, negotiate and/or
provide information in connection with the DISH Proposal.
Consistent with its fiduciary duties and as required by applicable
law, the Special Committee, in consultation with its independent
financial and legal advisors, will promptly review the offer to
determine the course of action that it believes is in the best
interests of Clearwire's non-Sprint Class A stockholders. The
Special Committee noted that while the most recent DISH proposal
raises issues that need to be discussed with DISH, the proposal
appears to be more actionable than DISH's previous proposal, and
the Committee intends to issue its recommendation in due
course. The Special Committee has not made any determination
to change its recommendation of the current Sprint (NYSE:S) offer
to acquire the approximately 50 percent stake in the Company it
does not currently own for $3.40 per share.
On or before June 12, 2013, Clearwire intends to file with the
Securities and Exchange Commission a Solicitation/Recommendation
Statement on Schedule 14D-9 stating whether the Clearwire board of
directors and the Special Committee recommends acceptance or
rejection of DISH's unsolicited tender offer, expresses no opinion
and remains neutral toward the tender offer, or is unable to take a
position with respect to the tender offer, as well as setting forth
the board of directors and the Special Committee's reasons for its
position with respect to the tender offer.
Clearwire stockholders are urged to defer making any
determination with respect to the tender offer until they have been
advised of the board of directors and the Special Committee's
positions with respect to the tender offer.
In connection with the definitive agreement with Sprint,
Clearwire and Sprint entered into agreements that provide
additional financing to Clearwire in the form of exchangeable
notes, which will be exchangeable under certain conditions for
Clearwire common stock at $1.50 per share, subject to adjustment
under certain conditions (the "Sprint Financing Agreements").
Under the Sprint Financing Agreements, Sprint agreed to purchase,
at Clearwire's option, $80 million of exchangeable notes per month
for up to 10 months. At the direction of the Special Committee,
Clearwire has elected to forego the June $80 million draw.
The Special Committee has not made any determination with respect
to any future draws under the Sprint Financing Arrangements.
In addition, the Company has announced that it intends to make
the interest payments totaling approximately $255 million, which
are due June 1, 2013, on its first-priority, second-priority and
exchangeable notes.
Evercore Partners is acting as financial advisor and Kirkland
& Ellis LLP is acting as counsel to Clearwire. Centerview
Partners is acting as financial advisor and Simpson Thacher &
Bartlett LLP and Richards, Layton & Finger, P.A. are acting as
counsel to Clearwire's Special Committee. Blackstone Advisory
Partners L.P. has advised the Company on restructuring matters.
About Clearwire
Clearwire Corporation (NASDAQ: CLWR), through its operating
subsidiaries, is a leading provider of 4G wireless broadband
services offering services in areas of the U.S. where more than 130
million people live. The company holds the deepest portfolio of
wireless spectrum available for data services in the U.S. Clearwire
serves retail customers through its own CLEAR® brand as well as
through wholesale relationships with some of the leading companies
in the retail, technology and telecommunications industries,
including Sprint and NetZero. The company is constructing a
next-generation 4G LTE Advanced-ready network to address the
capacity needs of the market, and is also working closely with the
Global TDD-LTE Initiative to further the TDD-LTE ecosystem.
Clearwire is headquartered in Bellevue, Wash. Additional
information is available at http://www.clearwire.com.
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.
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
Joele Frank, Wilkinson Brimmer Katcher for Clearwire
Joele Frank or Andy Brimmer, (212) 355-4449
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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