HOUSTON, May 31, 2013 /PRNewswire/ -- Crest Financial
Limited, the largest of the independent minority stockholders of
Clearwire Corporation (NASDAQ: CLWR), today protested the Clearwire
Board of Directors' decision to adjourn for a second time the
Clearwire stockholder meeting and delay to June 13th the stockholder vote on the
proposed Sprint-Clearwire Merger. Crest views this
adjournment as a naked attempt to interfere with the stockholder
franchise and urged the Clearwire Board to close the polls,
finalize the vote at the special meeting and reconstitute the
Special Committee of the Clearwire Board with new and truly
independent directors who can consider the DISH tender offer.
According to David K. Schumacher,
Crest's General Counsel: "The Clearwire Board is reacting to
DISH's tender offer in its usual stockholder unfriendly way by
adjourning the special meeting to June
13th. That means that the ill-advised and
unfair merger agreement with Sprint remains in effect until
then. Clearwire now has a clearly actionable offer from DISH
that is superior in every way to Sprint's offer. This only
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."
Schumacher repeated Crest's call for a reconstituted Special
Committee with new independent directors: "We believe that
the Special Committee has been feckless and that Clearwire's
directors have failed to account for the best interests of minority
stockholders. Clearwire therefore needs to appoint a wholly
new and truly independent Special Committee made up of newly
appointed directors who will be unencumbered by the past defaults
and misjudgments of the current Special Committee—most obviously
the flawed recommendations that stockholders accept clearly
inadequate Sprint bids of $2.97 and
$3.40 per share. The newly
reconstituted Special Committee should be delegated all the powers
of the Board."
Crest previously laid out exactly the scenario currently
unfolding, that a vote AGAINST the Sprint merger would prompt DISH
and others to make bids directly for Clearwire, for example, in its
May 17 letter to Clearwire
stockholders: "After we the stockholders have rejected
Sprint's unfair merger agreement, the Clearwire Board will be free
to terminate the Sprint-Clearwire merger agreement, consider direct
bids from DISH, Softbank, or others for 100% of Clearwire, and
recommend in favor of such a direct bid."
Schumacher today said, "The Clearwire stockholders have done
their part in resisting the Sprint merger agreement, but the Board
still plays parliamentary games to interfere with the stockholder
democracy. Clearwire must break free of Sprint's oppressive
control and unlock the Company's true value by closing the polls,
finalizing the vote and terminating the merger agreement with
Sprint after Clearwire's stockholders reject the Sprint merger.
The Clearwire Board will then be able to begin an open and
competitive bidding process for the Company that will include DISH
as well as any other competing bidders. The battle for
Clearwire and its valuable spectrum assets is just beginning.
Stockholders should demand that the Clearwire Board finally act in
the best interest of ALL stockholders, not just in the interest of
Sprint."
Crest also protested the Clearwire Board's failure to include
any substantive minority stockholder protections in its decision to
adjourn the stockholder meeting for a second time. Schumacher
stated: "The Board is giving Sprint a free pass by adjourning
the vote without substantive revisions to the merger
agreement. We have said before and say again today that the
Clearwire Board must negotiate minority protections at least as
favorable as the protections the Sprint Board of Directors has
secured for its stockholders as part of the proposed
Sprint-SoftBank transaction with any bidder for Clearwire,
including Sprint and DISH. That includes a premium package of
consideration, a new Clearwire governance structure and terms to
ensure a fair deal process. So far, the Clearwire Board has
failed to secure any of these protections despite its immense
leverage in light of the competition for Clearwire's highly
valuable spectrum."
About Clearwire's announcement that the Clearwire Board will
disclose the Clearwire Board's position on DISH's offer on or about
June 12th, which is also
the date of the scheduled stockholder vote on the Sprint-SoftBank
transaction, Schumacher said: "Clearwire should remain free
and clear until the battle for Sprint is settled. At that time,
Clearwire will be able to pursue a competitive process that
protects minority stockholders and unlocks the true value of
Clearwire for all stockholders, not just Sprint and its
suitors. The Clearwire Board therefore should not make
its recommendation in respect of the DISH offer or any competing
offers until after the bidding war over Sprint is resolved.
Crest believes that Clearwire is the ultimate prize in the battle
between SoftBank Corp. and DISH Network over Sprint. Waiting
for that battle to conclude before approving any new offer for
Clearwire would permit SoftBank and DISH to compete directly for
Clearwire, which would deliver value to all Clearwire stockholders,
not just Sprint."
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 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