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OVERLAND PARK, Kan. (BUSINESS WIRE), May 21, 2013 - Sprint (NYSE:S) today announced that it has submitted an increased offer to the Board of Directors of Clearwire (NASDAQ: CLWR) to acquire the approximately 50 percent stake in the company it does not currently own for $3.40 per share, valuing Clearwire at $10.7 billion. This increased offer represents a 14 percent premium to Sprint's previous offer of $2.97 announced on Dec. 17, 2012 and a 162 percent premium to Clearwire's closing share price the day before the Sprint-SoftBank discussions were first confirmed in the marketplace on Oct. 11, 2012 when Clearwire was also speculated to be a part of that transaction. The offer represents Sprint's best and final offer.
The revised offer demonstrates Sprint's commitment to closing the Clearwire transaction and improving its competitive position in the U.S. wireless industry. Sprint is uniquely positioned to leverage Clearwire's 2.5 GHz spectrum assets. Sprint's Network Vision architecture should allow for better strategic alignment and the full utilization and integration of Clearwire's complementary 2.5 GHz spectrum assets, while achieving operational efficiencies and improved service for customers as the spectrum and network is migrated to 4G LTE standards.
The revised offer has been submitted to the Clearwire Board of Directors and is subject to its formal approval. Clearwire's Special Committee and Board have repeatedly cited the merger as the best strategic alternative for the company and its minority stockholders. In addition, Clearwire has received commitments from Comcast Corp., Intel Corp and Bright House Networks LLC, who collectively own approximately 26 percent of Clearwire's shares not affiliated with Sprint, to vote their shares in support of the transaction.
Sprint's proposal provides a clear path forward for Clearwire and the merger provides attractive value for shareholders of both companies.
Upon approval by the Clearwire Board of Directors, the transaction is subject to customary closing conditions, including regulatory approvals and the approval of Clearwire's stockholders, including the approval of a majority of Clearwire stockholders not affiliated with Sprint or SoftBank. SoftBank has consented to the increased offer to acquire the remaining stake of Clearwire.
About Sprint Nextel
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 more than 55 million customers at the end of the first quarter of 2013 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 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.
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.
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OVERLAND PARK, Kan. (BUSINESS WIRE), May 20, 2013 - Sprint Nextel (NYSE: S) today announced that it has received from SoftBank Corp. ("SoftBank") a waiver of various provisions of the merger agreement between Sprint and SoftBank. The waiver will permit Sprint and its representatives to furnish non-public information concerning Sprint to DISH Network Corp. ("DISH") and to engage with DISH in discussions and negotiations regarding its proposal made on April 15, 2013. Prior to furnishing non-public information to DISH, Sprint will enter into a confidentiality agreement with DISH containing customary limitations on the use and disclosure of all non-public written and oral information furnished to DISH by or on behalf of Sprint.
Pursuant to the existing merger agreement with SoftBank, subject to certain requirements, the Sprint Board of Directors has the right to terminate the existing merger agreement in order to accept a Superior Offer (as defined in the merger agreement). The Sprint Board of Directors has not determined that the DISH proposal in fact constitutes a Superior Offer under the existing merger agreement, and there can be no assurance that the DISH proposal will ultimately lead to a Superior Offer. The Sprint Board of Directors has not changed its recommendation with respect to, and continues to support, the company's pending transaction with SoftBank.
The Sprint Board of Directors will, consistent with its fiduciary duties and in consultation with its financial and legal advisors, continue to evaluate the DISH proposal and discuss the proposal with DISH and SoftBank, as appropriate. Subject to applicable laws and regulations, Sprint's Board of Directors undertakes no obligation to provide updates or make further statements regarding the DISH proposal, any revised proposals that may be received from either DISH or SoftBank, or the status of discussions with either of them, unless and until definitive agreements are reached or discussions are terminated.
About Sprint Nextel
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 more than 55 million customers at the end of the first quarter of 2013 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 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.
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 transactions between Sprint Nextel Corporation ("Sprint") and SoftBank Corp. ("SoftBank") and its group companies, including Starburst II, Inc. ("Starburst II"), and the proposed acquisition by Sprint of Clearwire Corporation ("Clearwire"). All statements, other than historical facts, including, but not limited to: statements regarding the expected timing of the closing of the transactions; the ability of the parties to complete the transactions considering the various closing conditions; the expected benefits of the transactions such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of SoftBank or Sprint; 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, that (1) one or more closing conditions to the transactions may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transactions or that the required approval by Sprint's stockholders for the SoftBank transaction or Clearwire's stockholders for the Clearwire transaction may not be obtained; (2) there may be a material adverse change of Sprint or the business of Sprint may suffer as a result of uncertainty surrounding the transactions; (3) the transactions may involve unexpected costs, liabilities or delays; (4) the legal proceedings that may have been initiated, as well as any additional legal proceedings that may be initiated, related to the transactions; and (5) other risk factors as detailed from time to time in Sprint's and Clearwire's reports filed with the SEC, including Sprint's and Clearwire's Annual Reports on Form 10-K for the year ended December 31, 2012, and the risk factors set forth in the Registration Statement on Form S-4, of which this proxy statement-prospectus is a part, which are available on the SEC's web site (www.sec.gov). There can be no assurance that the transactions will be completed, or if it completed, that such transactions will close within the anticipated time period or that the expected benefits of the transactions will be realized.
All forward-looking statements contained in this document and the documents referenced herein are made only as of the date of the document in which they are contained, and none of Sprint, SoftBank or Starburst II 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 except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
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OVERLAND PARK, Kan. (BUSINESS WIRE), May 20, 2013 - Having built solid relationships with Kansas City startups to spur growth and establish the area as a hub for entrepreneurism and innovation, Sprint (NYSE:S) today announced that it has acquired Kansas City-based Handmark Inc. and its subsidiary OneLouder Apps Inc., a leading mobile app developer and advertising company. The combined teams will further enhance Sprint's Pinsight Media+TM advertising service with an increased entrepreneurial spirit and capabilities to drive tremendous benefits for brands, app developers and consumers.
"Bringing the capabilities of Handmark and OneLouder in-house is an exciting move as we position Sprint for market leadership in emerging mobile products and services," said Mike Cooley, vice president – New Ventures at Sprint. "The business, culture and technology they bring will be a huge asset to our business, and ultimately the customers of Pinsight Media+."
OneLouder immediately infuses Pinsight Media+ with an experienced advertising team, a sophisticated ad platform and top-rated mobile apps that serve millions of customers each day. OneLouder's leading apps and technology platform, combined with Sprint's large customer base and targeting capabilities, will enhance both companies' abilities to connect brands with relevant audiences.
"As a long-time partner of Sprint, we've worked together on some of the mobile industry's most successful initiatives," said Augie Grasis, Handmark founder and CEO. "Joining forces is a natural progression to our relationship and will help scale our mobile media business, resulting in tremendous value for Sprint and OneLouder customers."
Handmark and OneLouder will continue to operate under their current brand names, led by Evan Conway, president of OneLouder. Grasis will join a new advisory board that is being established by Sprint to provide direction to Handmark and OneLouder. Handmark and OneLounder plan to remain in the same downtown Kansas City location with all current employees.
"Handmark/OneLouder is a good example of entrepreneurialism in Kansas City," said Kevin McGinnis, vice president – Product Platforms and Services at Sprint. "Handmark focused on changing with the times, pivoting their business like a true entrepreneur with OneLouder and becoming attractive to Sprint, among others. We are actively engaged in the entrepreneurial community to promote growth and innovation in many areas of business."
Pinsight Media+ is quickly moving to create a robust advertising ecosystem for advertisers. Recently, Sprint and Time Inc. unveiled a Mobile Content, Advertising and Retail alliance. In February, Sprint announced that it joined with Telefónica to discuss collaboration on creating one of the largest mobile advertising alliances in the world, potentially reaching more than 370 million mobile customers across the United States, Europe and Latin America with targeted advertising.
About Pinsight Media+
Pinsight Media+ offers the latest in unparalleled targeting, unique campaign placements, and insightful analytics. With Pinsight Media+, advertisers have the power to reach consumers on their mobile device in a more personalized way through relevant advertisements that are designed to drive substantial value for brands, advertisers and publishers.
Sprint offers a comprehensive range of wireless and wireline communications services bringing the reach of global networking and freedom of mobility to consumers, businesses and government users. Sprint served more than 55 million customers at the end of the first quarter of 2013 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 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.
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OVERLAND PARK, Kan. (BUSINESS WIRE), May 17, 2013 - Sprint (NYSE: S) today completed its transaction with U.S. Cellular (NYSE: USM) to acquire 20MHz of PCS spectrum in various Midwest markets including Chicago, South Bend, Ind., and Champaign, Ill., and 10MHz of PCS spectrum in the St. Louis market. The additional spectrum will significantly increase Sprint's network capacity and further improve the customer experience in these markets. In addition, the transaction includes approximately 420,000 U.S. Cellular customers.
Sprint and U.S. Cellular have already notified affected customers and Sprint will send them additional information on the exact timing and details of the transition which will last several months. Sprint and its Boost Mobile, Virgin Mobile and payLo prepaid brands are providing special offers and incentives for affected customers that significantly reduce the cost of acquiring a new device to transition from the U.S. Cellular network. In many cases, affected customers can switch from their current device to a similar or better Sprint or prepaid device for little or no cost and with a wide variety of contract or non-contract plans. Affected customers will not be charged an Early Termination Fee when switching their service. During the months-long transition period, U.S. Cellular's network will remain active and affected customers may continue to use U.S. Cellular for their wireless service while evaluating their options. For more information, affected customers can call 800-216-7023 or visit www.sprint.com/uscellular.
"We know how important good value, network performance and excellent service are to these customers and Sprint has a wide portfolio of competitive devices, prepaid options, an improved 3G and growing 4G LTE network experience, and unlimited data, text and voice plans to meet their wireless needs," said Paget Alves, Sprint chief sales officer. "We want their business and are motivated to make the transition as seamless as possible."
The 2012 American Customer Satisfaction Index ranked Sprint No. 1 among all national carriers in customer satisfaction and most improved, across all 47 U.S. industries, during the last four years. Sprint continues to bring a better wireless experience to more customers across the country as it builds out its all-new 3G and 4G LTE network. Sprint has launched 4G LTE in 88 markets nationwide and announced more than 170 markets where 4G LTE will be available in the coming months. Sprint offers a wide range of 4G LTE devices, including HTC One® and Samsung Galaxy S® 4. The wide selection of devices and Sprint's Everything Data plans – including Any Mobile, AnytimeSM, unlimited Web, texting and calling to and from any mobile in America while on the Sprint Network – Sprint provides one of the best choices in wireless.
About Sprint Nextel
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 more than 55 million customers at the end of the first quarter of 2013 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 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.
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Clearwire Reminds Stockholders to Vote the White Proxy Card Today
Reiterates Recommendations of Two Leading Proxy Advisory Firms — ISS and Egan-Jones — to Vote 'FOR' Proposed Transaction with Sprint
Transaction Delivers Fair, Attractive and Certain Value
Urges Stockholders to Vote TODAY
BELLEVUE, Wash., May 16, 2013 (GLOBE NEWSWIRE) -- Clearwire (Nasdaq:CLWR) ("Clearwire" or the "Company") today issued the following open letter to stockholders:
Dear Clearwire Stockholder:
Time is short, as the Clearwire Special Meeting of Stockholders is just days away. The proposed Sprint transaction delivers fair, attractive and certain value and Clearwire's Board of Directorsunanimously recommends that stockholders vote "FOR" the Sprint transaction on the WHITE proxy card TODAY.
TWO LEADING PROXY ADVISORY FIRMS RECOMMEND THAT CLEARWIRE STOCKHOLDERS VOTE 'FOR' PROPOSED TRANSACTION WITH SPRINT
In its May 10, 2013, report Institutional Shareholder Services concluded:* "The current [Sprint] offer falls within an appropriate valuation range as determined by evaluating independent analyst price targets, relative share price premia, and precedent transactions for similar spectrum...a vote FOR the transaction is warranted."
Egan-Jones came to a similar conclusion in its May 12, 2013, report:* "We believe that the proposed transaction represents what is currently the best available strategic alternative for shareholders...[Egan-Jones] recommend[s] that clients holding shares of CLEARWIRE CORPORATION vote "FOR" this Proposal provided in the WHITE proxy card provided by the management."
THE OFFER PRICE REPRESENTS A FAIR, ATTRACTIVE AND CERTAIN VALUE TO CLEARWIRE STOCKHOLDERS
Over the course of the previous year, Clearwire's stock has been as low as $0.83. The proposed $2.97 per share offer price equates to a total payment to Clearwire minority stockholders of approximately $2.2 billion, representing a:
130% premium to Clearwire's closing share price on October 10, 2012, the day prior to speculation regarding Clearwire's involvement in the SoftBank-Sprint merger negotiations
40% premium to the closing share price on November 20, 2012, the day before Clearwire received Sprint's $2.60 per share initial non-binding indication of interest
31% premium to the price received by Google for its Clearwire Common Stock on March 1, 2012
117% premium to the price received by Time Warner for its Clearwire Common Stock on October 3, 2012
In addition, Comcast, Intel, and Bright House Networks — which together own ~13% of Clearwire's voting shares, or ~26% of non-Sprint voting shares — all significant Clearwire stockholders, have pledged to vote their shares in support of the transaction.
TRANSACTION FOLLOWS A MULTI-YEAR STRATEGIC REVIEW THAT INCLUDED THE EVALUATION OF NUMEROUS ALTERNATIVES
Clearwire's board and management undertook an extensive, two-year process to explore strategic and financial alternatives, and Clearwire board's Special Committee, with its own independent advisors, carefully examined numerous alternatives to the Sprint proposal. Following the completion of this rigorous process, both the Special Committee and the entire board of directors unanimously determined that the Sprint transaction was the best alternative for Clearwire's stockholders.
MAXIMIZE THE VALUE OF YOUR INVESTMENT IN CLEARWIRE —
VOTE "FOR" THE SPRINT TRANSACTION ON THE WHITE PROXY CARD TODAY
The Clearwire board unanimously recommends that you vote your shares FOR all of the proposals relating to the proposed transaction with Sprint by returning the WHITE proxy card with a "FOR" vote for all proposals.
If stockholders do not approve the proposals related to the proposed combination, there is no assurance that your shares of Clearwire common stock will be able to be sold for the same or greater value in the future.
If you previously submitted a gold proxy card, we urge you to cast your vote as instructed on the WHITE proxy card as soon as you receive it. A vote on the WHITE proxy card will revoke any earlier dated proxy card that was submitted, including any white proxy card.
Thank you for your continued support.
Sincerely,
Clearwire
If you have any questions, require assistance with voting your WHITE proxy card,
or need additional copies of the proxy materials, please contact:
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.
*Permission to use quotations was neither sought nor obtained.
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 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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ORLANDO, Fla. & OVERLAND PARK, Kan. (BUSINESS WIRE), May 14, 2013 - Sprint (NYSE: S) today announced the summer availability of its first 4G LTE BlackBerry® smartphone, BlackBerry® Q10. Combining BlackBerry's best physical keyboard and a touchscreen with the power of the BlackBerry® 10 platform, this dynamic smartphone will benefit from access to the Sprint 4G LTE network and the power to access Truly Unlimited? data, text and calling to any mobile with no metering, no throttling, and no overages, all while on the Sprint network.
Additional details, including pricing and availability, will be shared closer to the availability date. Customers interested in more information about the BlackBerry Q10 smartphone from Sprint can register for updates starting today at www.sprint.com/blackberry10.
Also this summer, Sprint will begin offering enterprise and government customers BlackBerry Enterprise Service 10 version 10.1. This latest update to BlackBerry's multiplatform Enterprise Mobility Management (EMM) solution provides device and application management for Bring Your Own Device programs and corporate-owned BlackBerry, iOS® and Android™ devices.
BlackBerry Enterprise Service 10 version 10.1 brings new Regulated-level Enterprise Mobility Management (EMM) controls and settings for enterprise customers in government and other industries that require an advanced level of security, control and logging. The server software is free to download, and existing BlackBerry® Enterprise Server 5 customers can trade up their client access licenses for free through 2013.1
"We know our customers are anxious to get their hands on the new the BlackBerry Q10 smartphone," said David Owens, Sprint vice president-Product Development. "The physical keyboard on this smartphone makes it incredibly easy to send emails or texts on the go. Our plans for the BlackBerry Q10 smartphone will make it easy to be productive at work and stay connected with friends and family without fear of overage charges or throttling. We are excited to welcome this new BlackBerry into our portfolio this summer along with the security offered by BlackBerry Enterprise Service 10 for enterprise customers."
Built with precision and offering premium performance in a signature design, the BlackBerry Q10 smartphone combines BlackBerry's best physical keyboard and a touchscreen with the power of the BlackBerry 10 platform to help you communicate and collaborate faster and more efficiently. BlackBerry Q10 includes advanced hardware, communications and multimedia features. Its long battery life lets you confidently stay ahead and take action all day long.
BlackBerry Q10 features a 1.5GHz dual-core processor, 2GB RAM, 16GB memory and microSD memory card slot that supports up to 32GB memory cards. It also offers a 3.1-inch Super AMOLED touchscreen display with capacitive multitouch navigation and four-row, full QWERTY keyboard making it easy to use.
Continuing the BlackBerry tradition of long battery life, BlackBerry Q10 boasts a removable 2,100mAh lithium-ion battery. It also offers an 8-megapixel main camera with 1080p HD video recording and 2-megapixel 720p HD front-facing camera.
Additional key features include:
Wi-Fi®
3G/4G LTE mobile hotspot capability
Near Field Communication (NFC)
Bluetooth®
integrated speaker
three microphones with noise reduction
The re-designed, re-engineered and re-invented BlackBerry 10 platform offers a powerful and unique new mobile computing experience. It gives you a faster and smarter experience that continuously adapts to your needs. Every feature, every gesture, and every detail is designed to keep you moving forward towards your goal and includes advancements such as:
The ever-present BlackBerry® Hub,which brings all your conversations together in one easy-to-manage place that you can access at any time from any app with a simple "peek," so you're always only one swipe away from what matters to you.
BlackBerry® Balance™ technology, which protects what's important to you and the business for whom you work.
BBM™ (BlackBerry® Messenger), which lets you share things with the people who matter to you in an instant. BBM in BlackBerry 10 includes voice calling and video chat and lets you share your screen with another BlackBerry 10 contact.
BlackBerry® Remember,whichhelps you tackle tasks quickly with a new way to collect, organize and act on all the information sitting in different places across your smartphone.
Sprint customers are discovering Sprint 4G LTE in cities that have not yet officially launched, including Washington, D.C., New York and San Francisco. Sprint has announced more than 170 markets where LTE will be available in the coming months. Sprint expects customers to benefit with better wireless signal strength, in-building coverage and fewer drops/blocks. In addition, Sprint smartphone customers also benefit from Truly Unlimited data, text and calling to any mobile with no metering, no throttling, and no overages, all while on the Sprint network. For the most up-to-date information on Sprint's 4G LTE coverage, please visit www.sprint.com/coverage.
About Sprint Nextel
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 more than 55 million customers at the end of the first quarter of 2013 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 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.
Sprint is hosting a transition workshop for exiting military personnel and veterans in Atlanta on May 15. Exiting military personnel and veterans will have the opportunity to talk with hiring teams from Sprint and other companies located in the Atlanta area about career opportunities, to meet with members of the Sprint VETS Employee Resource Group, and to attend workshop sessions. This is not a typical job fair.
Workshop sessions include information on how to:
-- Translate your military experience into career opportunities
-- Build and structure your resume, interview and network
-- Build your personal brand
-- Develop your career path
WHEN:
Sprint's Military Transition Workshop
1-5 p.m. Wednesday, May 15
WHERE:
Northcreek Office Building
3715 Northside Parkway NW
Atlanta, GA 30327
INTERVIEW OPPORTUNITIES:
Sprint executives will be available to discuss the military transition workshop and the support Sprint offers veterans.
Military veterans can also learn more about Sprint's job openings at www.sprint.jobs.
Sprint's military recruitment program focuses on hiring veterans, members of the Reserve and National Guard, and for transitioning active military and their spouses or other family members. Sprint has been widely recognized for this strong commitment to the military. Sprint is a recipient of the Secretary of Defense Employer Support Freedom Award, the highest recognition given by the U.S. government to employers for their support of employees who serve in the National Guard and Reserve.
Sprint has been recognized for eight years as a "Top 50 Military-Friendly Employer" by G.I. Jobs magazine and has been named by CivilianJobs.com as one of the 2009, 2010, 2011 and 2012 Most Valuable Employers for Military. Sprint also was recognized by CareerBliss as the second Happiest Company for U.S. Veterans to work in 2012, one of the Top 10 Most Veteran Friendly Corporate Supplier diversity programs by Vetrepreneur, and recognized for going above and beyond the legal requirements for granting leave for military duty by the National Committee of Employer Support of the Guard and Reserve.
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OVERLAND PARK, Kan. (BUSINESS WIRE), May 13, 2013 - Sprint (NYSE: S), a leader in federal and health care wireless solutions, in affiliation with A&T Systems, today announced it has received a National Mobile Devices and Services contract award from the U.S. Department of Veterans Affairs (VA). The contract calls for the VA to use a wide range of Sprint smartphones, push-to-talk phones, feature phones, tablets, mobile hotspots and cards, M2M solutions, and associated services.
The contract provides a streamlined and centralized vehicle for acquisition and management of all handsets and services, per federal government digital strategy requirements. The contract vehicle provides a single source for ordering, reporting, invoicing, and asset management supported by a group of vendors that includes small disadvantaged (SDB), woman-owned (WOSB), veteran owned (VOSB), and service-disabled veteran-owned small businesses (SDVOSB).
"Sprint has a proud legacy of more than 20 years supporting the U.S. Department of Veterans Affairs," said Sharon Montgomery, Sprint vice president-Federal and Public Sector. "We are especially pleased to team with A&T Systems to increase our support of the VA by harnessing the power and product portfolios of small disadvantaged, woman-owned, veteran owned, and service-disabled veteran-owned small businesses."
Sprint is a recipient of the Secretary of Defense Employer Support Freedom Award – the highest recognition given by the U.S. government to employers for support of their employees who serve in the National Guard and Reserve.
Sprint has also been recognized for eight years as a "Top 50 Military-Friendly Employer" by G.I. Jobs magazine and named by CivilianJobs.com as one of the 2009, 2010 and 2011 and 2012 Most Valuable Employers for Military. Additionally, Sprint was named one of the Top-10 Most Veteran-Friendly Corporate Supplier diversity programs by Vetrepreneur.
About Sprint
Sprint offers a comprehensive range of wireless and wireline communications services bringing the reach of global networking and freedom of mobility to consumers, businesses and government users. Sprint served more than 55 million customers at the end of the first quarter of 2013 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 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.
About A&T Systems Inc.
A&T Systems Inc. is a 25-year old company specializing in information technology solutions, telecom and e-solutions, professional services and health care solutions. Our customers include most of the agencies of the federal government, state and local governments, and commercial enterprise. A&T Systems Inc. Press Relations, Kimberly Thareja, 301-384-1425 x345 http://www.ats.com.
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Clearwire Mails Letter Urging Stockholders to Vote 'For' Proposed Transaction With Sprint
BELLEVUE, Wash., May 13, 2013 (GLOBE NEWSWIRE) -- The Board of Directors of Clearwire (Nasdaq:CLWR) ("Clearwire" or the "Company") today mailed a letter to stockholders in connection with its proposed transaction with Sprint recommending that stockholders vote 'FOR' the proposed transaction. The letter highlights the favorable recommendations of leading proxy advisory services and conveys compelling reasons why this transaction is the best strategic alternative for shareholders by correcting misperceptions in the marketplace.
The full text of the letter follows:
May 13, 2013
Dear Fellow Stockholder:
Like you, I am a holder of Clearwire stock. My family and I have been investors in the Company since 2008.
The decision facing all of us, to approve the transaction with Sprint, requires a realistic analysis of Clearwire's strategic alternatives. When the facts are distilled and the circumstances surrounding this proposed merger are fairly assessed, I believe that the merger with Sprint is the best strategic alternative for all stockholders because it delivers fair, attractive and certain value, especially in light of Clearwire's limited alternatives and liquidity constraints.
Clearwire stockholders of record as of the close of business on April 2, 2013, are entitled to vote at the Special Meeting of Stockholders scheduled to occur on May 21, 2013. The Clearwire board unanimously recommends that you vote your shares FOR all of the proposals relating to the transaction with Sprint by returning the WHITE proxy card with a "FOR" vote for all proposals.
LEADING PROXY ADVISORY FIRM ISS RECOMMENDS CLEARWIRE STOCKHOLDERS VOTE 'FOR' PROPOSED TRANSACTION WITH SPRINT
Institutional Shareholder Services ("ISS") is the leading firm that independently advises shareholders. ISS recommends that stockholders vote FOR the proposed Sprint transaction, affirming the board's conclusion that this combination is the best strategic alternative for Clearwire's minority stockholders.
In its report dated May 10, 2013, ISS stated:*
"The current [Sprint] offer falls within an appropriate valuation range as determined by evaluating independent analyst price targets, relative share price premia, and precedent transactions for similar spectrum."
"Because the sales process appears to have been both extensive and well-known in the industry; CLWR's business is increasingly unviable on a stand-alone basis; the company requires interim financing from Sprint to fund operations and satisfy interest payments...a vote FOR the transaction is warranted."
ISS has endorsed the process of the strategic and financial review conducted by the Special Committee and the board of directors, and agrees with the recommendation that the Sprint transaction is in the best interests of Clearwire's non-Sprint stockholders. Clearwire's standalone prospects are risky and highly uncertain; we urge you to maximize the value of your investment in Clearwire and follow ISS's recommendation by voting for the Sprint transaction.
THE SPRINT TRANSACTION WAS THE RESULT OF A RIGOROUS MULTI-YEAR STRATEGIC REVIEW
Over a period of two years, the Clearwire board and management undertook an extensive process to explore strategic and financial alternatives.
Strategic alternatives evaluated and pursued included:
-- Additional wholesale partners
-- Strategic transactions including partnerships
-- A spectrum sale
-- Financial restructuring or bankruptcy
-- Financing alternatives (debt, equity)
When the potential arose that Sprint might make an offer for the shares of Clearwire that it did not already own, the Clearwire board promptly formed a Special Committee solely comprised of directors independent from Sprint. The Special Committee hired its own legal and financial advisors and conducted a careful and rigorous process, meeting 10 times between its formation and the transaction announcement. The Special Committee carefully examined numerous alternatives, including conducting an extensive market check of potential spectrum acquirers as well as spending significant time with outside advisors to understand the implications and risks associated with a financial restructuring.
It was after completion of this extensive and comprehensive process that both the Special Committee and the entire board of directors unanimously determined that the Sprint transaction was the best alternative for Clearwire's stockholders.
SPRINT TRANSACTION OFFERS WHAT THE ALTERNATIVES CANNOT: FAIR, ATTRACTIVE AND CERTAIN VALUE
Our stock has been as low as $0.83 in the last year. The proposed $2.97 per share offer price equates to a total payment to Clearwire minority stockholders of approximately $2.2 billion, representing a:
130% premium to Clearwire's closing share price on October 10, 2012, the day prior to speculation regarding Clearwire's involvement in the SoftBank-Sprint merger negotiations
40% premium to the closing share price on November 20, 2012, the day before Clearwire received Sprint's $2.60 per share initial non-binding indication of interest
31% premium to the price received by Google for its Clearwire Common Stock on March 1, 2012
117% premium to the price received by Time Warner for its Clearwire Common Stock on October 3, 2012
In addition, Comcast, Intel, and Bright House Networks — which together own ~13% of Clearwire's voting shares, or ~26% of non-Sprint voting shares — all significant Clearwire stockholders, have pledged to vote their shares in support of the transaction.
SETTING THE RECORD STRAIGHT
Opponents of the transaction have made a series of assertions that are inaccurate and unsupported. We urge you to look past the false suggestions that Clearwire has numerous viable or attractive alternatives to consider. We want to ensure that all stockholders make an informed decision, so let us set the record straight by correcting the misperceptions regarding the Sprint transaction:
Misperception #1: Multi-Customer Case (MCC) is Achievable
Reality: There is significant uncertainty in the achievability and timing of signing an additional wholesale customer of size. With or without a second major customer, Clearwire's funding gap is significant.
MCC is only viable with another major wholesale customer in addition to Sprint;
We have aggressively pursued the MCC for the past two years, and approached nearly 100 potential partners without success in securing a major wholesale partner in addition to Sprint; and
Without interest from other significant potential customers, the ~$2 billion funding gap in the MCC quickly grows to the ~$4 billion funding gap in the Single Customer Case (SCC)
- The net proceeds from a sale of spectrum still would not be adequate to fund this shortfall and would not address the need for another large wholesale partner; and
- Clearwire has limited authorized shares available (fewer than 200 million) for new equity investments, and additional debt financing would likely be expensive and dilutive and create an untenable capital structure.
Misperception #2: Implied Spectrum Valuation is Below Market
Reality: Clearwire is unlikely to have buyer interest for all 47 billion MHz-POPs of spectrum above the $0.21/MHz-POP value implied by Sprint proposal.
Our exhaustive sale process in 2010 involved contacting 37 parties and did not result in an agreement;
Since then, we have engaged in a series of conversations with a number of parties that did not result in any compelling offers, including a market check conducted in December of 2012; and
Preliminary, conditional offers from DISH and Verizon are for premium portions of Clearwire's spectrum: the DISH proposal is for a portfolio comprised of primarily owned spectrum; and the Verizon offer is for leased spectrum primarily in large metro markets.
Misperception #3: Terms of Sprint Notes are Unfavorable
Reality: The Note Purchase Agreement with Sprint provides liquidity to Clearwire to continue operations and build out its network during the pendency of the merger.
Multiple components contribute to the value of the exchangeable note, including the coupon, the exchange price, and when the notes may be exchanged, which must all be considered together; and
The $1.50 exchange rate represents a premium to the unaffected share price prior to the Sprint-SoftBank rumors when Clearwire was speculated to be part of that transaction — Clearwire shares closed at $1.30 on October 10, 2012.
Misperception #4: Financial Restructuring/Bankruptcy Would Result in Higher Value for Stockholders
Reality: There is significant uncertainty for stockholders in a financial restructuring filing.
The value stockholders could receive in a financial restructuring is subject to many uncertainties, including:
- The existence of buyers in an auction for the entire Company;
- The ability to sell the entire spectrum portfolio without flooding the market at non-distressed prices;
- Potential taxes on spectrum sales which could materially reduce value to stockholders; and
- Potential damages claims by Sprint which could be substantial and could reduce value to stockholders, among others.
The outcome is unlikely to yield value to stockholders exceeding Sprint's $2.97 per share offer.
Misperception #5: Clearwire Should Pursue Path to Independence Offered by Recent Proposals
Reality: Clearwire is evaluating these opportunities, however, there are significant risks and the outcome to shareholders would be highly uncertain.
There are significant risks and challenges to the proposed alternatives, which are preliminary and non-binding, and if they cannot be mitigated, it is unlikely they will provide greater stockholder value than the Sprint offer;
A spectrum sale does not solve the fundamental need for significant additional revenues, and would not provide sufficient liquidity for operations;
Additional financing may be challenging, expensive and dilutive to stockholders, if available at all; and
Clearwire's difficult liquidity situation will put it in a worse position to negotiate any other strategic transaction, and financial restructuring may be the only available alternative.
Misperception #6: A Sale of Spectrum Would Provide Sufficient and Immediate Liquidity to Maintain Our Independence
Reality: A spectrum sale would provide limited liquidity to fund operations, and may create additional challenges.
The timeframe for closing a spectrum sale would be at least six months after the definitive agreements are signed; would not improve liquidity prior to completion;
The gross proceeds of a spectrum sale will be reduced by the net present value of spectrum leases, taxes, and distributions; the remaining amount cannot be freely applied to fund operations, as it must be used to acquire replacement assets or repay debt;
There are restrictions on the total amount of spectrum that can be sold without Sprint's consent; and
Clearwire could end up in a worse position by selling a premium portfolio, as the remaining assets would be less desirable, and the sale may reduce potential future demand for our network.
ANALYSTS AND OTHER CREDIBLE COMMENTATORS RECOGNIZE THE RISKS TO STOCKHOLDERS ABSENT A TRANSACTION
The proposed transaction with Sprint provides a clear solution to the substantial funding gap Clearwire is facing. Absent the Sprint transaction, Clearwire's prospects of securing the $2-$4 billion in additional funding necessary to continue operations and the LTE build plan are highly uncertain. If the merger agreement terminates as a result of shareholders failing to approve the merger, the remaining Sprint funding would not be available, and without alternative sources of capital we would have to curtail or suspend substantially all of our TDD-LTE network build plan. In such case, we forecast that our cash and short-term investments would be depleted sometime during the first quarter of 2014.
Equity analysts recognize Clearwire's liquidity constraints, and warn investors of the implications:*
"Shareholder disapproval of Sprint deal could result in a liquidity event." — Jefferies, April 26, 2013
"Delays Not Good for Clearwire: The concern is that the complicated scenario surrounding CLWR / Sprint / SoftBank / Dish could delay an ultimate conclusion for CLWR which, given its financial standing, would not be encouraging, in our view." — Stifel Nicolaus, April 25, 2013
"If Clearwire had rejected Sprint's offer, it would not only have lost the only logical buyer of the company but also put its single largest revenue stream in jeopardy for the future." — Piper Jaffray, December 17, 2012
"We believe this transaction is in the best interests of both shareholder bases, providing a substantial premium for Clearwire shareholders while finally putting the conflict between the firms to rest ... Clearwire will no longer sit in an awkward position attempting to source additional financing while also building a viable business around the Sprint relationship."
— Morningstar, December 17, 2012
As previously stated, Clearwire believes that securing the additional financing to fund the standalone business plan would be challenging, expensive and highly dilutive to stockholders, if available at all. Moreover, Clearwire is required to obtain the consent of Sprint before entering into new financing arrangements other than those agreed to under the merger agreement.
In addition, our board of directors is actively considering whether to not make the June 1, 2013, interest payment on our approximately $4.5 billion of outstanding debt. If the merger is not completed, we may be forced to explore all available alternatives, including restructuring, which could include seeking protection under the provisions of the United States Bankruptcy Code. We can give you no assurance that in a restructuring you would receive any value for your shares or a value equal to or in excess of the merger consideration.
The Clearwire board urges you not to take that chance.
Please consider all the facts. Don't be convinced otherwise: the Clearwire board is confident that, absent the Sprint transaction, the Company's options become increasingly limited and, day by day, the future value for stockholders becomes even more unclear.
MAXIMIZE THE VALUE OF YOUR INVESTMENT IN CLEARWIRE
VOTE "FOR" THE SPRINT TRANSACTION ON THE WHITE PROXY CARD TODAY
The Clearwire board unanimously recommends that you vote your shares FOR all of the proposals relating to the proposed transaction with Sprint by returning the WHITE proxy card with a "FOR" vote for all proposals. The failure to vote or an abstention has the same effect as a vote against the proposed combination. Because some of the proposals required to close the proposed transaction requires the affirmative vote of 75% of all outstanding shares, the votes of all of Clearwire stockholders are important. If stockholders do not approve the proposals related to the proposed combination, there is no assurance that your shares of Clearwire common stock will be able to be sold for the same or greater value in the future.
We urge you to discard any gold proxy cards you may receive, as they were sent by a dissident stockholder. If you previously submitted a gold proxy card, we urge you to cast your vote as instructed on the WHITE proxy card as soon as you receive it. A vote on the WHITE proxy card will revoke any earlier dated proxy card that was submitted, including any white proxy card. If you have questions or need assistance voting your shares, please contact our proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885 or call collect at (212) 929-5500.
On behalf of your board of directors, we thank you for your continued support.
Sincerely,
John Stanton
Executive Chairman of the Board
If you have any questions, require assistance with voting your WHITE proxy card,
or need additional copies of the proxy materials, please contact:
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.
*Permission to use quotations was neither sought nor obtained.
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 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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