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Sprint Issues Statement on Clearwire's Proxy Filing
OVERLAND PARK, Kan. --(Business Wire)--
Today Clearwire (NASDAQ: CLWR) filed a preliminary proxy statement in
connection with its definitive agreement with Sprint (News - Alert) (NYSE: S) for
Sprint to acquire the approximately 50 percent stake in Clearwire that
it does not already own. In response, Sprint issued the following
statement:
"Today's filing speaks for itself. After a rigorous and extensive
two-year process, Clearwire (News - Alert) pursued numerous strategic opportunities,
including discussing the sale of spectrum with no fewer than 10 parties
and a series of ongoing conversations with DISH that date back to 2010.
Clearwire's proxy makes very clear that Sprint's definitive agreement to
acquire Clearwire provides both the best value for shareholders and
stability amid an uncertain future. We continue to believe that the DISH
proposal is illusory and conditioned on many things, including the
receipt of governance rights, a spectrum sale and a commercial agreement
which are not actionable under our merger agreement and other agreements
between Clearwire and Sprint. We are pleased the Clearwire Board
continues to recommend approval of our transaction and look forward to
closing our merger and delivering even greater wireless service to the
American consumer."
About Sprint Nextel (News - Alert)
Sprint Nextel offers a comprehensive range of wireless and wireline
communications services bringing the freedom of mobility to consumers,
businesses and government users. Sprint Nextel served nearly 56 million
customers at the end of the third quarter of 2012 and is widely
recognized for developing, engineering and deploying innovative
technologies, including the first wireless 4G service from a national
carrier in the United States; offering industry-leading mobile data
services, leading prepaid brands including Virgin Mobile (News - Alert) USA, Boost
Mobile, and Assurance Wireless; instant national and international
push-to-talk capabilities; and a global Tier 1 Internet backbone. The American
Customer Satisfaction Index rated Sprint No. 1 among all national
carriers in customer satisfaction and most improved, across all 47
industries, during the last four years. Newsweek ranked Sprint
No. 3 in both its 2011 and 2012 Green Rankings, listing it as one of the
nation's greenest companies, the highest of any telecommunications
company. You can learn more and visit Sprint at www.sprint.com
or www.facebook.com/sprint
and www.twitter.com/sprint.
Cautionary Statement Regarding Forward-Looking Statements
This press release 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 press release contains forward-looking statements relating to the
proposed Merger between the Company 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
the Company 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 the Company's Annual Reports on Form 10-K
for their respective fiscal years ended December 31, 2011, their other
respective filings with the U.S. Securities and Exchange Commission (the
"SEC (News - Alert)") and the proxy statement and other materials that 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 the
Company, 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, Clearwire has filed a Rule 13e-3
Transaction Statement and a preliminary proxy statement with the SEC.
When completed, a definitive proxy statement and a form of proxy will be
mailed to the Clearwire's stockholders. INVESTORS AND SECURITY HOLDERS
ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT CLEARWIRE AND THE TRANSACTION. Investors and security
holders may obtain free copies of these documents (and, when available,
will be able to obtain a copy of the definitive proxy statement) 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 the Company 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 proxy
statement for Clearwire's 2012 Annual Meeting of Stockholders, which was
filed with the SEC on April 30, 2012. Information about the Company's
officers and directors is set forth in the Company's Annual Report on
Form 10-K for the year ended December 31, 2011, which was filed with the
SEC on February 27, 2012. 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 preliminary and definitive proxy statements
regarding the transaction, which will be filed by Clearwire with the SEC.
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