- DISH Offer is in Best Interest of Class A Stockholders
- Files Schedule 14D-9 with SEC Recommending Stockholders Tender
Their Shares Pursuant to DISH Tender Offer
- Changes Recommendation to Against $3.40 Per Share Sprint
Merger
- Company Plans to Adjourn Special Meeting of Stockholders;
Rescheduled Meeting to be Held June 24, 2013
Clearwire Corporation (Nasdaq:CLWR) ("Clearwire" or the "Company")
today announced that its board of directors, based on the unanimous
recommendation of the Special Committee consisting of independent,
non-Sprint-affiliated directors, has unanimously recommended that
stockholders accept and tender into DISH Network Corporation's
(Nasdaq:DISH) ("DISH") cash tender offer to acquire all outstanding
common shares of Clearwire at the previously announced price of
$4.40 per share. The DISH tender offer has been amended and now is
currently set to expire at 12:00 midnight, Eastern time, at the end
of July 2, 2013, unless extended or terminated in accordance with
the terms and conditions of the offer. The Company's board of
directors, also based on the unanimous recommendation of the
Special Committee, also unanimously recommended that stockholders
now vote against the $3.40 per share Sprint merger and related
matters.
The DISH tender offer is subject to various conditions,
including the tender of more than 25% of the fully diluted voting
stock in Clearwire and the expiration of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act.
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 currently scheduled
to be held at 10:30 a.m. Pacific time on Thursday, June 13, 2013,
without conducting any business. The Company plans to reconvene the
Special Meeting of Stockholders on Monday, June 24 at 9:00 a.m.
Pacific time at the Kirkland Performing Arts Center, 350 Kirkland
Avenue, Kirkland, Washington, 98033. The record date for
stockholders entitled to vote at the Special Meeting remains April
2, 2013.
The Company today filed with the Securities and Exchange
Commission ("SEC") a Solicitation/Recommendation Statement on
Schedule 14D-9 and also plans to file a supplement to its proxy
statement, each of which explains the matters described in this
press release in greater detail. Stockholders are encouraged to
read the Schedule 14D-9 filing and proxy supplement, which will be
available on the SEC's website, www.sec.gov.
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
The tender offer described in this news release has commenced,
but this news release and the description contained herein is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Clearwire. DISH has filed on June 12, 2013 a revised
tender offer statement on Schedule TO with the SEC and Clearwire
will file on June 12, 2013 a solicitation/recommendation on
Schedule 14D9 with respect to the tender offer. The offer to
purchase shares of Clearwire common stock will only be made
pursuant to the offer to purchase, the letter of transmittal and
related documents filed with such Schedule TO. The tender offer
statement (including an offer to purchase, a related letter of
transmittal and other offer documents) and the
solicitation/recommendation statement, as each may be amended from
time to time, will contain important information that should be
read carefully by Clearwire's stockholders before any decision is
made with respect to the tender offer. 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. The
tender offer statement and the solicitation/recommendation
statement (and all other documents filed with the SEC) will be
available at no charge on the SEC's website: 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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