Monday, 3 June 2013

Sprint Newsroom: Sprint Sends Letter to Clearwire Board Calling DISH Proposal for Clearwire Not Actionable and a Violation of Delaware Law



Sprint Nextel Corporation has posted the following release to its Newsroom website:

Sprint Sends Letter to Clearwire Board Calling DISH Proposal for Clearwire Not Actionable and a Violation of Delaware Law

OVERLAND PARK, Kan. (BUSINESS WIRE), June 03, 2013 - Sprint (NYSE:S) announced today that it has sent a letter to the Clearwire Board of Directors noting that the DISH proposal to acquire Clearwire is "not actionable," as certain provisions violate Delaware law, Clearwire's certificate of incorporation or the rights of the parties to the existing Clearwire Equityholders' Agreement (EHA), including Sprint.

In its letter, Sprint noted that several rights demanded by DISH, including a contractual agreement to designate at least three Clearwire Board members and the right to veto certain Clearwire actions are violations of the EHA or Delaware law. Likewise, the DISH proposal calls for Sprint to effectively give up certain of its rights and ignores the requirement that Sprint and other EHA holders must consent to the rights DISH has required as a condition to its tender offer. Sprint noted that it will not vote in favor of the proposal, tender its shares in the offer or waive any of its rights as a stockholder or under the EHA. Having invested billions of dollars in Clearwire, Sprint intends to enforce its legal and contractual rights, which are fundamental to investments it made.

A copy of the letter that was sent to Clearwire's Board today is below:

SPRINT NEXTEL CORPORATION
6200 Sprint Parkway
Overland Park, Kansas 66251

June 3, 2013

John Stanton, Chairman – Board of Directors
Dennis Hersch, Chairman – Special Committee of Board of Directors
Erik Prusch – Chief Executive Officer
Clearwire Corporation
1475 120th Avenue Northeast
Bellevue, Washington 98005

Re: DISH Tender Offer Proposal

Dear John, Dennis and Erik:

We understand you and the other members of the Clearwire Board of Directors are reviewing the tender offer proposal from DISH Network Corporation. I am writing to discuss the DISH proposal, including its required governance provisions. Your May 30, 2013 release indicates that while the DISH proposal "raises issues", it appears to be "more actionable" than prior proposals by DISH. DISH has conditioned its tender offer on the execution by Clearwire of an Investor Rights Agreement which would grant DISH specific governance rights. DISH proposes to receive these rights without stockholder approval, and to shift the significant risk that such rights are not enforceable to Clearwire and the non-tendering stockholders (including Sprint). To be clear, certain provisions of the DISH proposal require Sprint's consent, and other provisions violate Delaware law, Clearwire's certificate of incorporation, or the rights of the parties to the existing Equityholders' Agreement (EHA). Sprint will not vote in favor of the proposal, tender its shares in the offer or waive any of its rights as a stockholder or under the EHA. Sprint will enforce its legal and contractual rights. Thus, the DISH proposal is not actionable.

The existing Clearwire entity was formed in 2008 through the merger of old Clearwire with Sprint's 2.5 GHz spectrum assets, in conjunction with the contribution by other investors of an aggregate of $3.2 billion. In connection with the merger, Clearwire, Sprint and the contributing investors entered into the EHA, provisions of which were incorporated into Clearwire's certificate of incorporation, including a provision that such certificate would be subject to the terms of the EHA for as long as the EHA remained in effect. Such provisions are customary in multi-billion dollar transactions involving transfers of significant investments in spectrum, technology and capital. Clearwire included clear disclosure in the merger proxy regarding the terms of the EHA and their potential impact on Clearwire and its stockholders. Thus every current stockholder of Clearwire has invested, or remained invested, in Clearwire subject to full knowledge of the EHA and the bargained-for rights and obligations of Clearwire, Sprint and the other EHA parties. When the EHA was executed, the parties to it held in excess of 80% of the outstanding voting stock of Clearwire and Sprint held, as it does now, a majority of the outstanding voting stock of Clearwire. Having invested billions I am sure you understand why Sprint is not willing to give up rights that were fundamental to the investment it made.

DISH's proposal contains the following principal violations of Sprint's rights and Delaware law:

? The proposed Board nomination process violates Delaware law and the EHA

The Investor Rights Agreement obligates Clearwire to "cause" the nominating committee to nominate for election to the Clearwire Board a minimum of three DISH designees. The EHA contains detailed provisions regarding the nomination and election of directors to the Clearwire board, including the provision that any Board seats not reserved under the EHA for designation by the parties to the EHA will be filled by independent directors determined by the nominating committee of the Board. Requiring the nominating committee to nominate certain directors proposed by DISH abrogates the rights of the parties to the EHA.

The proposed nomination process also violates Delaware law which provides two legally permissible methods to provide for mandatory nomination of board nominees: the amendment of a corporation's certificate of incorporation or a voting agreement among a majority of stockholders. DISH, however, proposes the alternative approach of requiring Clearwire to enter into a contract to provide such rights. Delaware law does not permit such an agreement between a corporation and a stockholder. DISH further compounds the illegality with a specific contractual provision that if such rights are found to be unlawful, DISH can then sue Clearwire for specific performance and unlimited monetary damages for failure to provide to DISH rights it was never entitled to in the first place.

The agreement to nominate certain directors in perpetuity limits the board's exercise of its fiduciary duties and its ability to manage the business and affairs of the corporation, a violation of a central tenet of Delaware corporate law.

? DISH's proposed rights to veto certain actions violate Delaware law

The DISH Proposal contemplates that DISH will have a veto over various actions by Clearwire, including (i) amending the Clearwire organizational documents, including the EHA, if it adversely effects DISH, (ii) terminating the EHA or the Clearwire LLC operating agreement, (iii) change of control transaction or asset sales, (iv) related party transactions not otherwise approved by the audit committee, or (v) bankruptcy. Again, DISH is attempting to accomplish by contract with Clearwire what it cannot otherwise accomplish through the legal means contemplated by Delaware law. Unless the provision is contained in the certificate of incorporation, a minority stockholder does not have the right to veto actions of a corporation approved by the board of directors. A board cannot bind itself in a way which effectively limits the powers of the future board. Further, the grant to a minority stockholder of a veto power over matters such as change of control transactions would be a defensive measure which itself runs afoul of Delaware law. If DISH wants these rights it must be put to the vote of all of the stockholders, a vote DISH knows it cannot win.

? DISH and Clearwire cannot seize bargained-for, stockholder approved rights of Sprint, and Sprint has no obligation to give them up.

Clearwire's granting the governance rights required by DISH would effectively require Sprint to give up certain bargained-for rights in clear violation of Delaware law. Where a board of a corporation such as Clearwire with a controlling stockholder takes action to interfere with the rights of the controlling stockholder, it must show a compelling need to do so. In particular, an opportunity for minority stockholders to obtain a premium is not sufficient. Delaware law does not impose on controlling stockholders a duty to engage in self-sacrifice for the benefit of minority stockholders. Sprint's contribution of its valuable spectrum assets to Clearwire in 2008 was premised on the entry into the EHA and the rights granted thereunder. Clearwire cannot, as DISH suggests, simply take away those rights when convenient to benefit a minority stockholder that finds such bargained-for rights inconvenient or limiting to its desire to extract extra gain.

? DISH's proposed preemptive rights violate Delaware law and the Charter

The DISH proposal provides for preemptive rights to issuances of new equity securities equivalent to the rights Sprint and the other EHA parties have under the EHA. This requirement is in plain violation of Delaware law and the certificate of incorporation. DISH's proposal does not provide for an amendment to the certificate of incorporation and such an amendment would require Sprint's consent as a stockholder and under the EHA, which Sprint will not give.

In addition, DISH's proposal requires certain consents which it has not obtained. Its tender offer document fails to identify these required consents, including:

? DISH's financing proposal requires the consent of Sprint and the other EHA parties

The EHA provides that the consent of each of Sprint and the other EHA Parties is required in connection with any material capital restructuring or reorganization by Clearwire, except for any financing transaction in the ordinary course of business. The DISH financing proposal is not a financing transaction in the ordinary course of business, and therefore Clearwire may not enter into this transaction without the consent of Sprint and the other EHA parties.

? The DISH proposal is a change of control requiring approval of 75% of the Clearwire stockholders and the consent of Comcast Corporation.

As a "business combination or other similar transaction involving the Company" which would constitute a Change of Control under the EHA, a 75% vote of Clearwire stockholders will be required if the tender offer would result in DISH owning in excess of the applicable "Specified Percentage" (approximately 25.5%) of Clearwire voting stock.

Further, the DISH Proposal requires the approval of Comcast Corporation, as representative of the strategic investor group under the EHA. The EHA requires the consent of the strategic investor group with respect to any business combination or other similar transaction or issuance of capital stock which would result in a "Restricted Entity" (such as DISH, as successor to EchoStar) owning more than the Specified Percentage of Clearwire's stock.

DISH has had 5 months to modify its proposal into an actionable transaction. Rather than proposing a workable transaction, DISH waited until the eve of the Clearwire stockholder meeting to again propose the transaction it would like to have while assuming Delaware corporate law, the EHA and Clearwire's certificate of incorporation did not exist. But the law and bargained for contractual rights, and a valid certificate of incorporation do in fact exist, and they render the DISH Proposal not actionable. Further, DISH's proposal attempts to shift the responsibility for breach to Clearwire and its stockholders (Sprint and the other non-tendering holders) with a specific contractual provision that would saddle them with potentially serious economic penalties if Clearwire is unable to provide the illegal rights required by DISH. Thus the proposal would require Sprint to choose to either waive rights to which it is clearly entitled or expose it indirectly to potentially massive damages by enforcing such rights.

We are respectful of Clearwire's governance process and the manner in which the Special Committee has operated to date. The Clearwire board has a duty to all stockholders, including Sprint, and simply cannot in good faith enter into the agreements DISH requests. Under the Clearwire board's duty of candor to the Clearwire stockholders, we urge you to set forth a clear position of your view on the foregoing issues as soon as possible. Many Clearwire stockholders appear to be under the mistaken belief that DISH's proposal is a viable alternative to the Sprint merger agreement and this is simply not the case.

As we have consistently stated throughout this process, Sprint intends to enforce its legal and contractual rights. While these well-known and bargained-for rights may preclude certain other parties from profiting at Sprint's expense, we simply are not required, nor will we, waive such rights.

Sprint remains committed to the transactions contemplated by our merger agreement and looks forward to consummating a merger with Clearwire in accordance with the terms previously recommended by the Special Committee and approved by the Clearwire Board. In light of the existing situation and the nature of this letter, we will be making appropriate filings containing a copy of this letter. We appreciate your consideration.

SPRINT NEXTEL CORPORATION

________________________
By: Daniel R. Hesse
Title: Chief Executive Officer

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 as the most improved company in customer satisfaction, across all 47 industries, during the last five 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 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) there may be a material adverse change of SoftBank; (2) the proposed financing may involve unexpected costs, liabilities or delays or may not be completed on terms acceptable to SoftBank, if at all; and (3) other factors as detailed from time to time in Sprint's, Starburst II's and Clearwire's filings with the Securities and Exchange Commission ("SEC"), including Sprint's and Clearwire's Annual Reports on Form 10-K for the year ended December 31, 2012 and Quarterly Reports on Form 10-Q for the quarter ended March 31, 2013, and other factors that are set forth in the proxy statement/prospectus contained in Starburst II's Registration Statement on Form S-4, which was declared effective by the SEC on May 1, 2013, and in other materials that will be filed by Sprint, Starburst II and Clearwire in connection with the transactions, which will be available on the SEC's web site (www.sec.gov). There can be no assurance that the transactions will be completed, or if completed, that such transactions will close within the anticipated time period or that the expected benefits of such 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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Sunday, 2 June 2013

Sprint Newsroom: ISS Recommends in Support of SoftBank/Sprint Transaction



Sprint Nextel Corporation has posted the following release to its Newsroom website:

ISS Recommends in Support of SoftBank/Sprint Transaction

OVERLAND PARK, Kan. & TOKYO (BUSINESS WIRE), June 02, 2013 - Sprint (NYSE:S) and SoftBank (TSE: 9984) announced today that leading proxy advisory firm Institutional Stockholder Services ("ISS") has recommended that Sprint stockholders vote in favor of the agreed merger between Sprint and SoftBank.

"Given the strategic merits of the SoftBank transaction, the sales and negotiation process overseen by the board, the strength of the valuation relative to precedent transactions, and the market reaction, a vote for the transaction is warranted," ISS concluded in its report to clients.

In recommending that Sprint stockholders vote in favor of the proposed merger, ISS's report, issued on May 31, 2013, noted that the SoftBank transaction addresses what the proxy advisory firm called Sprint's most compelling need by alleviating its debt burden and providing important capital to complete the improvements to Sprint's network which will improve its ability to compete in the US market.

ISS also said SoftBank's proven wireless track record in its home market would bring "demonstrable and potentially critical technological expertise" to Sprint. "SoftBank's experience mastering this technology in building its own network—arguably the fastest network in the world—will be immensely helpful to Sprint as it is only beginning to focus on its own network improvements. With the knowledge and experience of SoftBank at its back, Sprint will be a stronger competitor with a fuller toolkit," the report noted.

Sprint and SoftBank are parties to the previously disclosed agreement and plan of merger, dated as of October 15, 2012, as amended. Consummation of the Sprint-SoftBank merger remains subject to various conditions to closing, including receipt of approval of the Federal Communications Commission and adoption of the merger agreement by Sprint's stockholders. Sprint and SoftBank anticipate the merger will be consummated in July 2013, subject to the remaining closing conditions and the effect of the actions of the Special Committee of Sprint's Board of Directors, which is currently in discussions and negotiations with DISH Network Corporation regarding the unsolicited proposal received from DISH in April 2013 or other developments with respect to such proposal.

Sprint's Board of Directors recommends its stockholders vote in favor of the transaction with SoftBank.

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 as the most improved company in customer satisfaction, across all 47 industries, during the last five 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 SoftBank

SoftBank was established in 1983 by its current Chairman & CEO Masayoshi Son and has based its business growth on the Internet. It is currently engaged in various businesses in the information industry, including mobile communications, broadband services, fixed-line telecommunications, and portal services.

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 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) there may be a material adverse change of SoftBank; (2) the proposed financing may involve unexpected costs, liabilities or delays or may not be completed on terms acceptable to SoftBank, if at all; and (3) other factors as detailed from time to time in Sprint's, Starburst II's and Clearwire's filings with the Securities and Exchange Commission ("SEC"), including Sprint's and Clearwire's Annual Reports on Form 10-K for the year ended December 31, 2012 and Quarterly Reports on Form 10-Q for the quarter ended March 31, 2013, and other factors that are set forth in the proxy statement/prospectus contained in Starburst II's Registration Statement on Form S-4, which was declared effective by the SEC on May 1, 2013, and in other materials that will be filed by Sprint, Starburst II and Clearwire in connection with the transactions, which will be available on the SEC's web site (www.sec.gov). There can be no assurance that the transactions will be completed, or if completed, that such transactions will close within the anticipated time period or that the expected benefits of such 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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Thursday, 30 May 2013

Clearwire's Special Committee to Review Unsolicited Tender Offer from DISH

Clearwire Corporation

Clearwire's Special Committee to Review Unsolicited Tender Offer from DISH

Company Plans to Adjourn Special Meeting of Stockholders; Rescheduled Meeting to be Held June 13, 2013

BELLEVUE, Wash., May 30, 2013 (GLOBE NEWSWIRE) -- Clearwire Corporation (NASDAQ: CLWR) ("Clearwire" or the "Company") today acknowledged that DISH Network Corporation (NASDAQ: DISH) ("DISH") has commenced an unsolicited cash tender offer to acquire all outstanding common shares of Clearwire at a price of $4.40 per share.

In light of this development, and 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 scheduled to be held at 10:30 a.m. Pacific time on Friday, May 31, 2013, without conducting any business. The Special Meeting of Stockholders will reconvene on Thursday, June 13, 2013, at 10:30 a.m.  Pacific time at the Highland Community Center, 14224 Bel-Red Road, Bellevue, Washington, 98007.  The record date for stockholders entitled to vote at the Special Meeting remains April 2, 2013.

The Special Committee of Clearwire's board of directors (the "Special Committee") has determined, consistent with its fiduciary duties, that it will engage with DISH to discuss, negotiate and/or provide information in connection with the DISH Proposal.  Consistent with its fiduciary duties and as required by applicable law, the Special Committee, in consultation with its independent financial and legal advisors, will promptly review the offer to determine the course of action that it believes is in the best interests of Clearwire's non-Sprint Class A stockholders.  The Special Committee noted that while the most recent DISH proposal raises issues that need to be discussed with DISH, the proposal appears to be more actionable than DISH's previous proposal, and the Committee intends to issue its recommendation in due course.  The Special Committee has not made any determination to change its recommendation of the current Sprint (NYSE:S) offer to acquire the approximately 50 percent stake in the Company it does not currently own for $3.40 per share.

On or before June 12, 2013, Clearwire intends to file with the Securities and Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9 stating whether the Clearwire board of directors and the Special Committee recommends acceptance or rejection of DISH's unsolicited tender offer, expresses no opinion and remains neutral toward the tender offer, or is unable to take a position with respect to the tender offer, as well as setting forth the board of directors and the Special Committee's reasons for its position with respect to the tender offer.

Clearwire stockholders are urged to defer making any determination with respect to the tender offer until they have been advised of the board of directors and the Special Committee's positions with respect to the tender offer.

In connection with the definitive agreement with Sprint, Clearwire and Sprint entered into agreements that provide additional financing to Clearwire in the form of exchangeable notes, which will be exchangeable under certain conditions for Clearwire common stock at $1.50 per share, subject to adjustment under certain conditions (the "Sprint Financing Agreements").  Under the Sprint Financing Agreements, Sprint agreed to purchase, at Clearwire's option, $80 million of exchangeable notes per month for up to 10 months. At the direction of the Special Committee, Clearwire has elected to forego the June $80 million draw.  The Special Committee has not made any determination with respect to any future draws under the Sprint Financing Arrangements.

In addition, the Company has announced that it intends to make the interest payments totaling approximately $255 million, which are due June 1, 2013, on its first-priority, second-priority and exchangeable notes.

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

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.

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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Wednesday, 29 May 2013

Clearwire Says Glass Lewis Reached Wrong Conclusion

Clearwire Corporation

Clearwire Says Glass Lewis Reached Wrong Conclusion

Company Criticizes Glass Lewis' Analysis as Fundamentally Flawed and Inaccurate

Reiterates Recommendation That Stockholders Vote 'FOR' Proposed Transaction With Sprint

BELLEVUE, Wash., May 29, 2013 (GLOBE NEWSWIRE) -- Clearwire Corporation (Nasdaq:CLWR) ("Clearwire" or the "Company") today issued a statement in response to the recent Glass, Lewis & Co. ("Glass Lewis") report regarding the proposed Sprint transaction. Clearwire reiterated its recommendation that stockholders vote 'FOR' the proposed transaction.

With the vote for Clearwire's proposed merger with Sprint just days away, the Clearwire Board and Special Committee felt compelled to respond to Glass Lewis' recent report, which Clearwire believes was based on superficial analysis, contained numerous inaccuracies, and grossly underestimates the economic realities facing the Company. The report also demonstrates a complete lack of understanding of Clearwire's existing governance structure and erroneously assesses the value of the Company's proposed transaction with Sprint. Specifically:

  • Exhaustive and Independent Strategic Review Process: Contrary to Glass Lewis' assertions and as detailed in the Company's proxy statement relating to the merger with Sprint, Clearwire's board and management, none of whom have any affiliation with Sprint, undertook an extensive, two-year process to explore strategic and financial alternatives. The Clearwire board's Special Committee, comprised of non-Sprint-appointed directors, along with its own independent advisors also carefully examined numerous alternatives to the Sprint proposal, including signing additional wholesale partners, monetizing excess spectrum, and a financial restructuring. It is only after performing a comprehensive review of Clearwire's strategic and financial alternatives that the Special Committee and board of directors have recommended the Sprint merger as the best option for shareholders.  
     
  • The Myth of the Multi-Customer Case: The 'Multi-Customer Case' (MCC) is dependent on the achievability and timely signing of an agreement with another major wholesale customer. After a comprehensive two-year process in pursuit of the MCC, Clearwire has been unsuccessful at signing another major customer. During this time period, Clearwire contacted more than 100 parties regarding a wholesale partnership, including all of the major U.S. wireless carriers, major cable operators, and the largest satellite operators. Moreover, in the time since the Sprint transaction was announced, no wholesale partnership interest has been indicated by another significant potential customer. 
     
  • Spectrum Sale and Other Funding Proposals Inadequate: The gross proceeds of spectrum sales proposed by DISH or Verizon would be reduced by the net present value of spectrum leases, taxes, and potential distributions; the remaining amount could not be freely applied to fund operations, as it must be used to acquire replacement assets or repay debt. Furthermore, the company is restricted to selling only excess spectrum, as outlined in its operating agreements. As a result, a spectrum sale at the valuations proposed by DISH and Verizon would not be adequate to address Clearwire's funding gap of at least $2 billion and would not supplant the need for another large wholesale partner. Other funding offers, including those made by Crest Financial, fall far short of the significant capital needs facing Clearwire.
     
  • Restrictive Governance Structure: Clearwire's Equityholders' Agreement, which was entered into in November 2008, concurrently with Clearwire's formation, specifies that a change of control or merger requires 75% stockholder approval, which means Clearwire cannot be sold to another party without Sprint's approval. It has been well documented that Sprint is not a willing seller. In conducting its own analysis, the Special Committee accounted for this crucial constraint, while Glass Lewis simply ignores it. 

When the facts of Clearwire's current situation are honestly and accurately assessed, it becomes clear that Sprint's increased offer price represents fair, certain and attractive value and the best option for the Company and minority stockholders. This proposal offers a 14% premium to Sprint's previous offer of $2.97 and a 162% premium to Clearwire's closing share price the day before the Sprint-SoftBank discussions were first confirmed in the marketplace on October 11, 2012, when Clearwire was also speculated to be a part of that transaction.

Finally, Clearwire's significant investors — Comcast Corp., Intel Corp and Bright House Networks LLC — who collectively own approximately 26% Clearwire's shares not affiliated with Sprint, have agreed to vote FOR the transaction. Clearwire believes the time to act is now and encourages stockholders to follow the recommendations of the two leading proxy advisory firms — Institutional Shareholder Services and Egan-Jones — and vote FOR the proposed Sprint transaction on the WHITE card TODAY.

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

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.

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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Sprint Newsroom: Sprint and SoftBank Receive Clearance from Committee on Foreign Investment in the U.S.



Sprint Nextel Corporation has posted the following release to its Newsroom website:

Sprint and SoftBank Receive Clearance from Committee on Foreign Investment in the U.S.

OVERLAND PARK, Kan. & TOKYO (BUSINESS WIRE), May 29, 2013 - Sprint (NYSE: S) and SoftBank (TSE: 9984) announced today that the companies have received notice from the Committee on Foreign Investment in the United States (CFIUS) that it has completed its investigation of the proposed transaction between Sprint and SoftBank, and there are no unresolved national security issues relating to the transaction.

As part of this aspect of the transaction's clearance, Sprint and SoftBank have entered into a National Security Agreement with the U.S. government. The National Security Agreement is effective as of the date of CFIUS clearance, but will terminate in the event that the merger agreement between Sprint and SoftBank is terminated.

Based on the CFIUS clearance of the proposed transaction, the parties expect that the "Team Telecom" agencies, which include the Department of Justice (including the Federal Bureau of Investigation) and the Department of Homeland Security, will notify the Federal Communications Commission that the agencies have completed their review of the transaction for national security, law enforcement and public safety concerns.

Upon receipt of notice from Team Telecom, the Federal Communications Commission will be free to complete its public interest review of the transaction. The Commission's public interest review is ongoing.

Sprint and SoftBank are parties to the previously disclosed agreement and plan of merger, dated as of October 15, 2012, as amended. Consummation of the Sprint-SoftBank merger remains subject to various conditions to closing, including receipt of approval of the Federal Communications Commission and adoption of the merger agreement by Sprint's stockholders. Sprint and SoftBank anticipate the merger will be consummated in July 2013, subject to the remaining closing conditions and the effect of the actions of the Special Committee of Sprint's board of directors, which is currently in discussions and negotiations with DISH Network Corporation regarding the unsolicited proposal received from DISH in April 2013 or other developments with respect to such proposal. Sprint's Board of Directors continues to recommend its stockholders vote in favor of the transaction with SoftBank.

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 as the most improved company in customer satisfaction, across all 47 industries, during the last five 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 SoftBank

SoftBank was established in 1983 by its current Chairman & CEO Masayoshi Son and has based its business growth on the Internet. It is currently engaged in various businesses in the information industry, including mobile communications, broadband services, fixed-line telecommunications, and portal services.

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 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) there may be a material adverse change of SoftBank; (2) the proposed financing may involve unexpected costs, liabilities or delays or may not be completed on terms acceptable to SoftBank, if at all; and (3) other factors as detailed from time to time in Sprint's, Starburst II's and Clearwire's filings with the Securities and Exchange Commission ("SEC"), including Sprint's and Clearwire's Annual Reports on Form 10-K for the year ended December 31, 2012, and other factors that are set forth in the proxy statement/prospectus contained in Starburst II's Registration Statement on Form S-4, which was declared effective by the SEC on May 1, 2013, and in other materials that will be filed by Sprint, Starburst II and Clearwire in connection with the transactions, which will be available on the SEC's web site (www.sec.gov). There can be no assurance that the transactions will be completed, or if completed, that such transactions will close within the anticipated time period or that the expected benefits of such 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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Tuesday, 28 May 2013

Clearwire Board of Directors Issues Open Letter Advising Stockholders to Vote 'FOR' Proposed Transaction With Sprint

Clearwire Corporation

Clearwire Board of Directors Issues Open Letter Advising Stockholders to Vote 'FOR' Proposed Transaction With Sprint

BELLEVUE, Wash., May 28, 2013 (GLOBE NEWSWIRE) -- The Board of Directors of Clearwire (Nasdaq:CLWR) ("Clearwire" or the "Company") today issued an open 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.

The full text of the letter follows:

May 28, 2013

Dear Fellow Stockholder:

Last week, Sprint increased its offer for Clearwire to $3.40 per share, significantly improving the value of the proposed combination.

My years with Clearwire and decades of industry experience give me a clear understanding of the company's strengths as well as the challenges we will face in the coming months.

For me and my fellow directors, the decision about voting FOR Clearwire's proposed merger with Sprint is clear. It is quite simply the best strategic option for all stockholders, and I once again encourage you to vote your shares FOR all of the proposals relating to the transaction with Sprint.

SPRINT SAYS THIS IS ITS BEST AND FINAL OFFER

Sprint's increased offer price represents certain, fair and attractive value and represents a:

  • 14% premium to Sprint's previous offer of $2.97; and
  • 162% premium to Clearwire's closing share price the day before the Sprint-SoftBank discussions were first confirmed in the marketplace on October 11, 2012 when Clearwire was also speculated to be a part of that transaction.

Importantly, Sprint has stated that this represents its best and final offer to Clearwire's unaffiliated stockholders.

LEADING PROXY ADVISORY FIRMS ISS AND EGAN JONES RECOMMENDED CLEARWIRE STOCKHOLDERS VOTE 'FOR' PROPOSED TRANSACTION WITH SPRINT AT THE PREVIOUS OFFER OF $2.97

Institutional Shareholder Services ("ISS") and Egan Jones are leading independent shareholder advisers. Both companies recommended that stockholders vote FOR the proposed Sprint transaction at the previous offer of $2.97 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 payment...a vote FOR the transaction is warranted."

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.

MAXIMIZE THE VALUE OF YOUR INVESTMENT IN CLEARWIRE —
VOTE "FOR" THE SPRINT TRANSACTION ON THE WHITE PROXY CARD TODAY

To be direct: 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 this proposed transaction is not approved. 

ALL REASONABLE ALTERNATIVES THOROUGHLY EXAMINED;
INCREASED SPRINT OFFER REPRESENTS BEST STRATEGIC ALTERNATIVE
FOR CLEARWIRE'S MINORITY STOCKHOLDERS

Over a two-year period, Clearwire's board and management team engaged in an extensive process to determine and evaluate numerous strategic and financial alternatives. Following the completion of this rigorous process, both the Special Committee and the board members present voted unanimously that the Sprint transaction was the best alternative for Clearwire's stockholders.

Other alternatives are not actionable or do not deliver better value. Most notably:

DISH: As reflected in our proxy filing on May 21, 2013, Clearwire and DISH have not had any substantive discussions since DISH made an unsolicited offer to acquire Sprint on April 15, 2013. Discussions to that point had not resulted in receipt of an actionable proposal.

Verizon: Clearwire has not received an actionable proposal in connection with Verizon's preliminary indication of interest in buying approximately 5 billion MHz-POPs of spectrum leases located in the Company's top 25 largest markets for a gross price of approximately $1.0 to $1.5 billion, less the present value of the spectrum leases. This would only yield after-tax net proceeds to the Company of between approximately $550 million and $850 million.

Valid proxies that have already been submitted prior to the originally scheduled May 21, 2013, Special Meeting will continue to be valid unless properly changed or revoked prior to the vote being taken at the rescheduled Special Meeting. If you previously voted against the proposed combination, you can change your vote, and I encourage you to do so. 

A later-dated vote cast via the Internet, by telephone or a later-dated signed proxy card voting "FOR" the proposed combination on the WHITE proxy card, or a vote at the meeting, will cancel any previous vote, including any votes cast on a gold proxy card. A revocation of your previous vote on the gold proxy card does not count as a vote "FOR" the transaction. Voting on the WHITE card is the only way to vote FOR the proposed combination and the only way to ensure your vote is counted.

If you previously voted "FOR" the proposed combination on the WHITE proxy card, your vote will still be counted at the Special Meeting of Stockholders on May 31, 2013, and you do not need to act at this time. 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 the Clearwire board, 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:
 
MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
 
proxy@mackenziepartners.com
 
(212) 929-5500 (Call Collect)
Or
TOLL-FREE (800) 322-2885

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

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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4400 CARILLON PT , Kirkland, WA 98033-7353
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Friday, 24 May 2013

Sprint Newsroom: Sprint Offers Tips to Maximize Fun this Summer with Your Smartphone



Sprint Nextel Corporation has posted the following release to its Newsroom website:

Sprint Offers Tips to Maximize Fun this Summer with Your Smartphone

(BUSINESS WIRE), May 24, 2013 - This summer join the millions of Americans who are using their smartphones and tablets for great communication, entertainment, socialization and apps. Sprint is your source to use your smartphone and maximize your staycation, barbecues, weekend explorations or coast-to-coast adventures.

If you aren't familiar with all the available apps out there, now is your chance to go exploring. With hundreds of thousands of apps and Sprint's unlimited data plans, you have a lot of possibilities. Smartphone apps, available in the iTunes app store, Google Play and for Windows phones, give everyone the tools they need to take their adventures down numerous paths. Your Sprint smartphone is the ultimate link to relaxation and enjoyment this summer. Check out some of these popular ways to use your device and find places to stay, play and dine in the coming months.

Taking a road trip this summer? Here are some suggestions:

  • The TripIt trip planner helps you organize, plan and store all of your travel plans in one spot. Create a master travel itinerary with hotel, dining and shopping destinations, and access your itinerary planner on your mobile device – even share your updates on the road with friends.
  • Hotels.com app lets you browse more than 157,000 hotels in more than 60 countries, store favorites, track rewards and make reservations directly from the app. Whether traveling last minute or planning a family getaway, you can read reviews and get the best deal for your location.
  • Roadside America's app is your one-stop shop for travel tools and guides to unusual attractions, tourist traps, weird vacations and road trip ideas. Have you always wanted to see a smiley face water tower or a giant bowler hat? This is your place for all the information. While you're at it, make sure you are getting the best gas prices across the country with the Gas Buddy app, which will help you find cheap gas wherever you are.

Staying at home? These tools are great for a staycation:

  • Download apps for Groupon, Living Social and other deal sites, where you can receive up-to-the-minute offerings at local restaurants, retailers and service providers. Or, download Bitehunter, which aggregates all the daily deals and provides up-to-the-minute details on discounts, restaurants and happy hours.
  • If you're interested in finding the most memorable dishes or the best burger in your town, you can find whatever you're craving and see what's good at any restaurant by downloading this visual guide to good food at Foodspotting. Read reviews, get customer ratings, see screenshots and more, wherever you go.
  • Camping under the stars this summer, even in your own backyard, can involve countless hours of nighttime activities. GoSkyWatch Planetarium for your iPad is an easy-to-use astronomy app that lets you point your device at the sky and identify and locate stars, planets and constellations. Download through the iTunes Store and see what you can find in tonight's sky.

Not sure what your summer plans entail? Check out the following:

  • If you're planning to shop this summer, your smartphone can be your new best friend. Apps such as PriceGrabber.com and FreePriceAlerts, allow you to comparison shop on the go. You can easily compare prices on the Web and at local stores and receive updates when your desired item has a price drop. Be sure to also follow your favorite brands on Facebook and Twitter where some companies give you a coupon on the spot or in daily updates.
  • When you're trying to cut down on the chaos of family life, we have found the app for you. Download Cozi, which helps you manage your family calendar, grocery shopping lists, to-do's and even planning for fun and birthdays. This app helps you live simply with delicious dinner menus, family movie night ideas and party planning for a graduation, Memorial Day or Fourth of July party.
  • Do you have unwinding on your mind this summer? Check out the SpaFinder Wellness iPhone App, where you can search more than 20,000 spa and wellness locations. Spa Week Mobile allows you to use the GPS function from any device to locate the spas closest to you, directions and deals. After the spa, incorporate a little meditation to continue the relaxation. Apps such as Buddhify, Smiling Mind and Walking Meditation will ease you along your journey.
  • Don't forget, your smartphone gives everyone the tools they need to take beautiful album-quality pictures and videos. You can enhance and edit your photography directly on your device with apps such as SnapSeed, Photoshop Express or iPhoto. Maybe you can even start vlogging with your family! Need a little inspiration? Check out "Shaytards" on YouTube for a great daily, family-focused vlog (they've been vlogging for four years!) and start your video log today.

However you decide to partake in your family fun this summer, don't forget it, and share it directly from your Sprint device! Share all the memories and moments you've captured from your adventures – you can upload pics with apps like Instagram, share flashes of your fun on your social media accounts, and email and text your messages directly from your phone.

Get summer ready with the ultra-durable Kyocera Torque along with the all-new 4GLTE network which is now available to customers in 88 markets nationwide. Whether the device is dropped in water or run through the sprinkler, Torque is built to withstand sprayed water or submersion in up to 3.28 feet of water for 30 minutes. Whatever 4GLTE device you use, join the many Sprint customers who are discovering Sprint 4G LTE in cities that haven't yet officially been announced, 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. Stay up-to-date on all the latest devices and 4G LTE information in your area, no matter where you are, by checking out the Sprint Newsroom. Enjoy your summer and all the apps that will help you enhance the fun, relaxation and travel.

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Thursday, 23 May 2013

Sprint Newsroom: Sprint’s Network Disaster Recovery and Emergency Response Teams are Prepared for the Start of 2013 Atlantic Hurricane Season



Sprint Nextel Corporation has posted the following release to its Newsroom website:

Sprint's Network Disaster Recovery and Emergency Response Teams are Prepared for the Start of 2013 Atlantic Hurricane Season

OVERLAND PARK, Kan. (BUSINESS WIRE), May 23, 2013 - With the National Oceanic and Atmospheric Administration forecasting 13 to 20 named storms and three to six major hurricanes during the 2013 Atlantic Hurricane season, Sprint (NYSE:S) and the Sprint Emergency Response Team (ERT) announced that they are prepared to immediately respond if a storm strikes.

Should a hurricane or tropical storm threaten the operation of Sprint's network this hurricane season, the company's Network Disaster Recovery and Emergency Response teams will begin to implement a standard emergency response approximately 24 to 72 hours before the storm is predicted to make landfall. As part of that emergency protocol, Sprint pre-stages critical company assets in the region where the storm is expected. These pre-staged assets include:

  • Portable generators to provide power to Sprint network assets when local electric power is unavailable.
  • Satellite Cell on Light Trucks (SatCOLTs) and Cell Sites on Wheels (COWs) to expedite restoration of service and to help facilitate wireless and IP communications among disaster relief and emergency response agencies.
  • Experienced and well-trained technicians and engineers who can readily access and maintain the resiliency of Sprint network assets.

Sprint also has thousands of permanent generators – automatic cutover switches to minimize loss of commercial power – installed at:

  • All of its wireless and wireline switches – the network components where wireless data and calls are routed to their final destination.
  • The company's network Points of Presence (POP) – the facilities where traffic enters and leaves the company's global IP network, which facilitates dedicated data services for Sprint's corporate and government customers, as well as other critical communications.
  • Wireless cell sites which serve coastal communities on the Atlantic and Gulf Coast states most at risk for power outages.

Since the end of last year's hurricane season, in addition to the thousands of permanent generators already deployed, Sprint has installed new additional permanent generators at various cell sites in Mississippi, Texas, Connecticut, New Jersey and New York.

To further illustrate its business continuity preparation and post-storm plans, Sprint is releasing a series of infographics detailing:

Sprint is committed to serving the emergency response community

The first of its kind in the industry, the Sprint Emergency Response Team (ERT) was created in 2002 as a cross-functional group of full-time and seasoned personnel with expertise in providing immediate restoration of wireless voice, data and IP service, and communications coordination among disaster relief and emergency response agencies, public safety officials and medical personnel.

To facilitate this multi-agency coordination during times of an emergency, Sprint ERT maintains an inventory of 25,000 Sprint handsets, mobile broadband devices, and fully charged Sprint Direct Connect phones at secured facilities in Dallas, Orlando, and Sterling, Va.

In addition to having experience in military and public safety communications, continuity management, and disaster response, Sprint ERT is supported year-round and nationwide by an ERT Reservist program. These 1,100-plus ERT Reservists are trained annually on all aspects of Incident Command System (ICS), National Incident Management System (NIMS), Emergency Operation Center (EOC) staffing and management, and disaster response.

To rapidly address client needs round the clock, Sprint ERT also maintains a 24-hour hotline, 365 days a year, and during times of state and federally declared national disasters, provides 25 mobile devices and wireless service free of charge for 14 days from the date of declaration to state and local agencies.

Sprint ERT has conducted more than 5,600 deployments, and provided emergency wireless support for close to 1,300 events, including the recent tornados in Moore, Okla., the 2013 Presidential Inauguration and the 2013 LAX Air Exercise.

Real-time storm updates through HurricaneTrack.com and Sprint's network

Since 2001, Sprint has worked with Wilmington, N.C.-based weather data and hurricane awareness expert, Mark Sudduth of HurricaneTrack.com on his team's efforts to provide live, immediate and seamless reporting during every hurricane season. Sprint has supplied Sudduth and his team with Sprint 3G and 4G LTE mobile phones and broadband devices to give them fast and reliable mobile Internet connectivity for their field data collection efforts and online video reporting. Sudduth has reported on close to 50 named tropical storms and hurricanes along the Atlantic Coast since 1999.

"The wireless resources and support from Sprint have been truly invaluable to our efforts to study and report on hurricanes and tropical storms," Sudduth said. "No matter the storm condition – it can be a Category 1 or a Category 5 hurricane – Sprint's 3G and 4G service has been reliable and always available when we need it."

HurricaneTrack.com's official mobile app – Hurricane Impact – features a daily video blog, live weather data and web cam images, exclusive tracking maps, a live "Surge Cam" developed specifically for the app and video reports from the field during tropical storm and hurricane landfall events. Hurricane Impact is currently available for iOS devices in the App Store with an Android version in the works to be released this summer.

Preparedness and post-storm tips for Sprint customers

Additionally, wireless consumers are encouraged to use the following tips to prepare for a hurricane, severe flood or other natural disasters:

  • Wireless networks sometimes experience heavy traffic during emergency events, so remember to send text messages, rather than call.
  • Keep your wireless phone and backup batteries charged, but be aware that an interruption of wireline and commercial power could affect wireless calls. If possible, get extra batteries and charge them.
  • In times of commercial power outages, a car adapter for your wireless phone should enable you to recharge the battery.
  • Keep phones and necessary accessories in a sealed plastic bag to avoid water damage.
  • Load family and emergency numbers into your wireless phone.
  • Use your Sprint camera phone to take digital pictures or video of your property and valuables before the storm hits. Upload the images to your personal pictures inbox on www.sprint.com so you have "before" pictures in the event of any storm damage.

For more information about Sprint's hurricane preparation efforts, or to learn what you can do to prepare for a major storm, visit www.sprint.com/hurricaneinformation. Public safety officials seeking information about services from the Sprint Emergency Response Team should call 1-888-639-0020 or email ERTRequests@sprint.com.

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 as the most improved company in customer satisfaction, across all 47 industries, during the last five 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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