Sprint and Clearwire Agree to Increased Acquisition Offer
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Thursday 20 June 2013
Clearwire Special Committee and Board of Directors Change Recommendation in Favor of Sprint Merger Based on Revised Offer of $5.00 Per Share
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Clearwire Special Committee and Board of Directors Change Recommendation in Favor of Sprint Merger Based on Revised Offer of $5.00 Per Share
BELLEVUE, Wash., June 20, 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, recommended that stockholders accept a revised offer from Sprint (NYSE:S) to acquire the approximately 50 percent stake in the Company it does not currently own for $5.00 per share, valuing Clearwire at more than $14 billion, or $0.30 per MHZ pop. As such, the board of directors present unanimously recommended that stockholders vote FOR the proposed transaction with Sprint and all other proposals set forth in the proxy statement, and not tender any shares of Class A common stock pursuant to the DISH Network ("DISH") tender offer. "The Clearwire board and special committee have determined that the $5.00 per share transaction with Sprint represents the best path forward for the company and is in the best interest of our unaffiliated stockholders," said Erik Prusch, President and CEO of Clearwire. "The amended agreement with Sprint clearly acknowledges the significant value present in Clearwire — from our deep portfolio of wireless spectrum to the tremendous amount of progress the Clearwire team has made in improving our operations and beginning the construction of our next-generation 4G LTE network." Clearwire noted that the revised offer from Sprint provides attractive and certain value to unaffiliated stockholders. The proposed $5.00 per share offer price equates to a total payment to Clearwire minority stockholders of approximately $3.9 billion, and represents a:
Pursuant to the discretionary authority granted to the chairman of the meeting by Clearwire's bylaws, the Company plans to adjourn its Special Meeting of Stockholders, which is currently scheduled to be held at 9:00 a.m. Pacific time on Monday, June 24, 2013, without conducting any business. The Company plans to reconvene the Special Meeting of Stockholders on Monday, July 8, 2013 at 10:30 AM Pacific at the Highland Community Center, 14224 Bel-Red Road, Bellevue, Wash., 98007. The record date for stockholders entitled to vote at the Special Meeting remains April 2, 2013. Evercore Partners is acting as financial advisor and Kirkland & Ellis LLP is acting as counsel to Clearwire. Centerview Partners is acting as financial advisor and Simpson Thacher & Bartlett LLP and Richards, Layton & Finger, P.A. are acting as counsel to Clearwire's Special Committee. Blackstone Advisory Partners L.P. has advised the company on restructuring matters. About Clearwire Clearwire Corporation (Nasdaq:CLWR), through its operating subsidiaries, is a leading provider of 4G wireless broadband services offering services in areas of the U.S. where more than 130 million people live. The company holds the deepest portfolio of wireless spectrum available for data services in the U.S. Clearwire serves retail customers through its own CLEAR® brand as well as through wholesale relationships with some of the leading companies in the retail, technology and telecommunications industries, including Sprint and NetZero. The company is constructing a next-generation 4G LTE Advanced-ready network to address the capacity needs of the market, and is also working closely with the Global TDD-LTE Initiative to further the TDD-LTE ecosystem. Clearwire is headquartered in Bellevue, Wash. Additional information is available at http://www.clearwire.com. Cautionary Statement Regarding Forward-Looking Statements This document includes "forward-looking statements" within the meaning of the securities laws. The words "may," "could," "should," "estimate," "project," "forecast," intend," "expect," "anticipate," "believe," "target," "plan," "providing guidance" and similar expressions are intended to identify information that is not historical in nature. This document contains forward-looking statements relating to the proposed Merger between Sprint and Clearwire pursuant to the Merger Agreement and the related transactions (collectively, the "transaction"). All statements, other than historical facts, including statements regarding the expected timing of the closing of the transaction; the ability of the parties to complete the transaction considering the various closing conditions; the expected benefits and synergies of the transaction; the competitive ability and position of Sprint and Clearwire; and any assumptions underlying any of the foregoing, are forward-looking statements. Such statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (i) any conditions imposed in connection with the transaction, (ii) approval of the transaction by Clearwire stockholders, (iii) the satisfaction of various other conditions to the closing of the transaction contemplated by the Merger Agreement, (iv) legal proceedings that may be initiated related to the transaction, and (v) other factors discussed in Clearwire's and Sprint's Annual Reports on Form 10-K for their respective fiscal years ended December 31, 2012, their other respective filings with the U.S. Securities and Exchange Commission (the "SEC") and the proxy statement and other materials that have been or will be filed with the SEC by Clearwire in connection with the transaction. There can be no assurance that the transaction will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the transaction will be realized. None of Sprint, Clearwire or Collie Acquisition Corp. undertakes any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on any of these forward-looking statements. Additional Information and Where to Find It In connection with the transaction, Sprint and Clearwire have filed a Rule 13e-3 Transaction Statement and Clearwire has filed a definitive proxy statement with the SEC. The definitive proxy statement has been mailed to the Clearwire's stockholders. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CLEARWIRE AND THE TRANSACTION. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at the SEC's web site at www.sec.gov. In addition, the documents filed by Clearwire with the SEC may be obtained free of charge by contacting Clearwire at Clearwire, Attn: Investor Relations, (425) 505-6494. Clearwire's filings with the SEC are also available on its website at www.clearwire.com. Participants in the Solicitation Clearwire and its officers and directors and Sprint and its officers and directors may be deemed to be participants in the solicitation of proxies from Clearwire stockholders with respect to the transaction. Information about Clearwire officers and directors and their ownership of Clearwire common shares is set forth in the definitive proxy statement for Clearwire's Special Meeting of Stockholders, which was filed with the SEC on April 23, 2013. Information about Sprint's officers and directors is set forth in Sprint's Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the SEC on February 28, 2013. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the transaction by reading the definitive proxy statements regarding the transaction, which was filed by Clearwire with the SEC. CONTACT: Media Contacts: Susan Johnston, (425) 505-6178 susan.johnston@clearwire.com JLM Partners for Clearwire Mike DiGioia or Jeremy Pemble, (206) 381-3600 mike@jlmpartners.com or jeremy@jlmpartners.com Joele Frank, Wilkinson Brimmer Katcher for Clearwire Joele Frank or Andy Brimmer, (212) 355-4449 Investor Contacts: Alice Ryder, (425) 505-6494 alice.ryder@clearwire.com MacKenzie Partners for Clearwire Dan Burch or Laurie Connell, (212) 929-5500 dburch@mackenziepartners.com or lconnell@mackenziepartners.com |
| 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 |
Sprint Newsroom: Assurance Wireless Provides Cell Phones and Wireless Service to Aid Nevada Residents Facing Economic Hardship
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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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