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Thursday, 20 June 2013
Sprint Newsroom: Sprint Velocity Wins Telematics Update Industry Newcomer Award
Sprint Velocity Wins Telematics Update Industry Newcomer Award
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Wednesday, 19 June 2013
Sprint Newsroom: Create, Share and Inspire with LG Optimus F7 Smartphone from Boost Mobile
Create, Share and Inspire with LG Optimus F7 Smartphone from Boost Mobile
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Sprint Newsroom: Sprint Velocity Receives Pipeline Award For Innovation In Connectivity
Sprint Velocity Receives Pipeline Award For Innovation In Connectivity
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Monday, 17 June 2013
Sprint Newsroom: Sprint Files Lawsuit Against DISH Network Corporation and Clearwire Corporation Citing the Illegality of the DISH Tender Offer for Clearwire
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Sprint Newsroom: Stay Connected This Summer: Sprint 4G LTE Expands into 22 New Cities
Stay Connected This Summer: Sprint 4G LTE Expands into 22 New Cities
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Friday, 14 June 2013
Sprint Newsroom: Sprint to Waive Voice, Data and Text Messaging Overage Charges and Roaming Fees for Residents Affected by Colorado’s Black Forest Wildfire
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Wednesday, 12 June 2013
Clearwire Special Committee and Board of Directors Unanimously Recommend Stockholders Tender Into DISH Network $4.40 Per Share Tender Offer
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Clearwire Special Committee and Board of Directors Unanimously Recommend Stockholders Tender Into DISH Network $4.40 Per Share Tender Offer
BELLEVUE, Wash., June 12, 2013 (GLOBE NEWSWIRE) -- Clearwire Corporation (Nasdaq:CLWR) ("Clearwire" or the "Company") today announced that its board of directors, based on the unanimous recommendation of the Special Committee consisting of independent, non-Sprint-affiliated directors, has unanimously recommended that stockholders accept and tender into DISH Network Corporation's (Nasdaq:DISH) ("DISH") cash tender offer to acquire all outstanding common shares of Clearwire at the previously announced price of $4.40 per share. The DISH tender offer has been amended and now is currently set to expire at 12:00 midnight, Eastern time, at the end of July 2, 2013, unless extended or terminated in accordance with the terms and conditions of the offer. The Company's board of directors, also based on the unanimous recommendation of the Special Committee, also unanimously recommended that stockholders now vote against the $3.40 per share Sprint merger and related matters. The DISH tender offer is subject to various conditions, including the tender of more than 25% of the fully diluted voting stock in Clearwire and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Pursuant to the discretionary authority granted to the chairman of the meeting by Clearwire's bylaws, the Company plans to adjourn its Special Meeting of Stockholders, which is currently scheduled to be held at 10:30 a.m. Pacific time on Thursday, June 13, 2013, without conducting any business. The Company plans to reconvene the Special Meeting of Stockholders on Monday, June 24 at 9:00 a.m. Pacific time at the Kirkland Performing Arts Center, 350 Kirkland Avenue, Kirkland, Washington, 98033. The record date for stockholders entitled to vote at the Special Meeting remains April 2, 2013. The Company today filed with the Securities and Exchange Commission ("SEC") a Solicitation/Recommendation Statement on Schedule 14D-9 and also plans to file a supplement to its proxy statement, each of which explains the matters described in this press release in greater detail. Stockholders are encouraged to read the Schedule 14D-9 filing and proxy supplement, which will be available on the SEC's website, www.sec.gov. Evercore Partners is acting as financial advisor and Kirkland & Ellis LLP is acting as counsel to Clearwire. Centerview Partners is acting as financial advisor and Simpson Thacher & Bartlett LLP and Richards, Layton & Finger, P.A. are acting as counsel to Clearwire's Special Committee. Blackstone Advisory Partners L.P. has advised the company on restructuring matters. About Clearwire Clearwire Corporation (Nasdaq:CLWR), through its operating subsidiaries, is a leading provider of 4G wireless broadband services offering services in areas of the U.S. where more than 130 million people live. The company holds the deepest portfolio of wireless spectrum available for data services in the U.S. Clearwire serves retail customers through its own CLEAR® brand as well as through wholesale relationships with some of the leading companies in the retail, technology and telecommunications industries, including Sprint and NetZero. The company is constructing a next-generation 4G LTE Advanced-ready network to address the capacity needs of the market, and is also working closely with the Global TDD-LTE Initiative to further the TDD-LTE ecosystem. Clearwire is headquartered in Bellevue, Wash. Additional information is available at http://www.clearwire.com. Cautionary Statement Regarding Forward-Looking Statements This document includes "forward-looking statements" within the meaning of the securities laws. The words "may," "could," "should," "estimate," "project," "forecast," "intend," "expect," "anticipate," "believe," "target," "plan," "providing guidance" and similar expressions are intended to identify information that is not historical in nature. This document contains forward-looking statements relating to the proposed merger and related transactions (the "transaction") between Sprint and Clearwire. All statements, other than historical facts, including statements regarding the expected timing of the closing of the transaction; the ability of the parties to complete the transaction considering the various closing conditions; the expected benefits and efficiencies of the transaction; the competitive ability and position of Sprint and Clearwire; and any assumptions underlying any of the foregoing, are forward- looking statements. Such statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, any conditions imposed in connection with the transaction, approval of the transaction by Clearwire stockholders, the satisfaction of various other conditions to the closing of the transaction contemplated by the merger agreement, and other factors discussed in Clearwire's and Sprint's Annual Reports on Form 10- K for their respective fiscal years ended December 31, 2012, their other respective filings with the U.S. Securities and Exchange Commission (the "SEC") and the proxy statement and other materials that have been or will be filed with the SEC by Clearwire in connection with the transaction. There can be no assurance that the transaction will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the transaction will be realized. Clearwire does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on any of these forward-looking statements. Additional Information and Where to Find It The tender offer described in this news release has commenced, but this news release and the description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Clearwire. DISH has filed on June 12, 2013 a revised tender offer statement on Schedule TO with the SEC and Clearwire will file on June 12, 2013 a solicitation/recommendation on Schedule 14D9 with respect to the tender offer. The offer to purchase shares of Clearwire common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement, as each may be amended from time to time, will contain important information that should be read carefully by Clearwire's stockholders before any decision is made with respect to the tender offer. In connection with the transaction, Clearwire has filed a Rule 13e-3 Transaction Statement and a definitive proxy statement with the SEC. The definitive proxy statement has been mailed to the Clearwire's stockholders. The tender offer statement and the solicitation/recommendation statement (and all other documents filed with the SEC) will be available at no charge on the SEC's website: www.sec.gov. In addition, the documents filed by Clearwire with the SEC may be obtained free of charge by contacting Clearwire at Clearwire, Attn: Investor Relations, (425) 505-6494. Clearwire's filings with the SEC are also available on its website at www.clearwire.com. Participants in the Solicitation Clearwire and its officers and directors and Sprint and its officers and directors may be deemed to be participants in the solicitation of proxies from Clearwire stockholders with respect to the transaction. Information about Clearwire officers and directors and their ownership of Clearwire common shares is set forth in the definitive proxy statement for Clearwire's Special Meeting of Stockholders, which was filed with the SEC on April 23, 2013. Information about Sprint officers and directors is set forth in Sprint's Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the SEC on February 28, 2013. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the transaction by reading the definitive proxy statement regarding the transaction, which was filed by Clearwire with the SEC. CONTACT: Media Contacts: Susan Johnston, (425) 505-6178 susan.johnston@clearwire.com JLM Partners for Clearwire Mike DiGioia or Jeremy Pemble, (206) 381-3600 mike@jlmpartners.com or jeremy@jlmpartners.com Joele Frank, Wilkinson Brimmer Katcher for Clearwire Joele Frank or Andy Brimmer, (212) 355-4449 Investor Contacts: Alice Ryder, (425) 505-6494 alice.ryder@clearwire.com MacKenzie Partners for Clearwire Dan Burch or Laurie Connell, (212) 929-5500 dburch@mackenziepartners.com or lconnell@mackenziepartners.com |
| You are subscribed to Clearwire Corporation Investor Relations' e-mail alerts as haridh.mobilebroadband@blogger.com. To update your e-mail and alert preferences, please click here. To unsubscribe, please click here. Clearwire Corporation 4400 CARILLON PT , Kirkland, WA 98033-7353 Service provided by Shareholder.com |
Wednesday, 5 June 2013
Sprint Newsroom: Sprint recycling 100 million pounds of iDEN Nextel network gear and other materials
Sprint recycling 100 million pounds of iDEN Nextel network gear and other materials
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Sprint Newsroom: iDEN Nextel National Network on Schedule to Shut Down June 30
iDEN Nextel National Network on Schedule to Shut Down June 30
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Monday, 3 June 2013
Sprint Newsroom: Sprint Teams with United Cerebral Palsy on Communications-Accessibility-for-All Initiative
Sprint Nextel Corporation has posted the following release to its Newsroom website:
Sprint Teams with United Cerebral Palsy on Communications-Accessibility-for-All Initiative
OVERLAND PARK, Kan. (BUSINESS WIRE), June 03, 2013 - Sprint, a leader in communications accessibility for all, announced today plans to collaborate with United Cerebral Palsy (UCP) to raise awareness for Sprint's speech-to-speech (STS) services and increase their usage among individuals with Cerebral Palsy.
Sprint and UCP will jointly promote products and services of Sprint Relay while furthering UCP's efforts to advance the accessibility for people with a wide spectrum of disabilities. Sprint offers a portfolio of unique devices and services enabling people with hearing and speech disabilities to communicate with others, increasing their ability to live independently.
Sprint Relay and UCP share a common vision: "technology can be harnessed to open up the world to individuals with disabilities," said Stephen Bennett, President & CEO of United Cerebral Palsy. "UCP is excited to be teaming with Sprint Relay to help raise awareness of the services they provide that can really make an incredible difference in the day-to-day lives of so many people."
Sprint Traditional Relay Services allows relay users who are deaf, hard-of-hearing, deaf-blind, or speech-disabled to use a Text Telephone (TTY) to type their conversation to a Relay Operator. The Relay Operator then reads the message to a hearing person and types back the response. Sprint also offers STS that allows persons with a speech disability to make telephone calls using their own voice (or an assistive voice device). STS Operators are specially trained in understanding a variety of speech disorders, which enables them to repeat what the caller says in a manner that makes the caller's words clear and understandable to the other party. No special equipment is required. For more information about STS, go to www.sprintsts.com
Sprint Relay will work with UCP National and State Chapters in the 30 states where Sprint provides relay service, the federal government relay service and relay service in New Zealand to promote the STS through different channels.
"Sprint has always been committed to making communication possible for all of our customers, including those with speech disabilities. Sprint Relay delivers on this promise through our new collaboration with United Cerebral Palsy that is a recognized advocate serving 170,000 clients and families every day. We look forward to working together to raise awareness about Speech-to-Speech Services available," said Mike Ellis, Sprint Relay Director.
Sprint has long been a leader in accessibility for all and has been the nation's premier provider of Telecommunications Relay Services (TRS) for the past 22 years. Currently, Sprint is the TRS provider in 30 states and the TRS provider for the federal government, as well as New Zealand.
Sprint was recently recognized as the only winner in the 2013 Disability Matters Marketplace category, which recognizes excellence in marketing products and services that meet the needs of the disability community. This recognition stems from the company's innovative accessibility-themed Sprint ID packs, which were developed in collaboration with Apps4Android and the U.S. Department of Education.
For more information about Sprint's commitment to people with disabilities, visit the Accessibility for All page on sprint.com.
About Sprint Relay
Sprint is the largest and most technologically advanced TRS provider in the nation with more than 20 years of experience providing relay services to persons who are deaf, hard of hearing, deaf-blind, or have a speech disability to communicate with hearing persons on the phone. Sprint's experience in this field ensures Sprint Relay users receive quality service regardless of the type of relay service they are using. Sprint's relay service is available 24 hours a day, 365 days a year, with no restrictions on the number of calls placed or the length of calls. For more information, visit www.sprintrelay.com.
About United Cerebral Palsy
United Cerebral Palsy (UCP) educates, advocates and provides support services through an affiliate network to ensure a life without limits for people with a spectrum of disabilities. Together with nearly 100 affiliates, UCP has a mission to advance the independence, productivity and full citizenship of people with disabilities by supporting more than 176,000 children and adults every day. One person at a time, one family at a time, UCP works to enact real change—to revolutionize care, raise standards of living and create opportunities—impacting the lives of millions living with disabilities. For more than 60 years, UCP has worked to ensure the inclusion of individuals with disabilities in every facet of society. Together, with parents and caregivers, UCP will continue to push for the social, legal and technological changes that increase accessibility and independence, allowing people with disabilities to dream their own dreams for the next 60 years and beyond. For more information, please visit www.ucp.org.
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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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:
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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