- Revised Sprint Offer is in Best Interest of Unaffiliated
Stockholders
- Changes Previous Recommendation to Against DISH Tender Offer of
$4.40 Per Share
- Company Plans to Adjourn June 24 Special Meeting of
Stockholders; Rescheduled Meeting to be Held on July 8
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, recommended that stockholders
accept a revised offer from Sprint (NYSE:S) to acquire the
approximately 50 percent stake in the Company it does not currently
own for $5.00 per share, valuing Clearwire at more than $14
billion, or $0.30 per MHZ pop.
As such, the board of directors present unanimously recommended
that stockholders vote FOR the proposed transaction with Sprint and
all other proposals set forth in the proxy statement, and not
tender any shares of Class A common stock pursuant to the DISH
Network ("DISH") tender offer.
"The Clearwire board and special committee have determined that
the $5.00 per share transaction with Sprint represents the best
path forward for the company and is in the best interest of our
unaffiliated stockholders," said Erik Prusch, President and CEO of
Clearwire. "The amended agreement with Sprint clearly acknowledges
the significant value present in Clearwire – from our deep
portfolio of wireless spectrum to the tremendous amount of progress
the Clearwire team has made in improving our operations and
beginning the construction of our next-generation 4G LTE
network."
Clearwire noted that the revised offer from Sprint provides
attractive and certain value to unaffiliated stockholders. The
proposed $5.00 per share offer price equates to a total payment to
Clearwire minority stockholders of approximately $3.9 billion, and
represents a:
- 47% premium over Sprint's prior offer of $3.40; and
- 14% premium over DISH's tender offer.
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 9:00 a.m. Pacific time on Monday, June 24, 2013,
without conducting any business. The Company plans to reconvene the
Special Meeting of Stockholders on Monday, July 8, 2013 at 10:30 AM
Pacific at the Highland Community Center, 14224 Bel-Red Road,
Bellevue, Wash., 98007. The record date for stockholders entitled
to vote at the Special Meeting remains April 2, 2013.
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 between Sprint and
Clearwire pursuant to the Merger Agreement and the related
transactions (collectively, the "transaction"). 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 synergies 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, (i) any conditions
imposed in connection with the transaction, (ii) approval of the
transaction by Clearwire stockholders, (iii) the satisfaction of
various other conditions to the closing of the transaction
contemplated by the Merger Agreement, (iv) legal proceedings that
may be initiated related to the transaction, and (v) 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. None of Sprint,
Clearwire or Collie Acquisition Corp. undertakes 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, Sprint and Clearwire have
filed a Rule 13e-3 Transaction Statement and Clearwire has filed 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's 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 statements 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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