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Clearwire's Board of Directors Recommends Stockholders Vote 'FOR' Increased Offer From Sprint
BELLEVUE, Wash., May 22, 2013 (GLOBE NEWSWIRE) -- Clearwire Corporation (Nasdaq:CLWR) ("Clearwire" or the "Company") today announced that its Special Committee of the Board of Directors and its Board of Directors have each approved the revised offer from Sprint (NYSE:S) to acquire the approximately 50 percent stake in the Company it does not currently own for $3.40 per share. The Special Committee of the Board of Directors determined that the revised offer, when compared with other potential transactions reasonably available to the Company at this time, is the most favorable potential transaction to the Company's unaffiliated stockholders and that the terms of the revised offer are advisable, fair to and in the best interest of such stockholders. The Clearwire Board recommends that stockholders vote their shares FOR all of the proposals relating to the transaction with Sprint by returning the WHITE proxy card with a "FOR" vote for all proposals. The Special Meeting of Stockholders will reconvene on Friday, May 31, 2013, at 10:30 a.m. Pacific time 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. 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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OVERLAND PARK, Kan. (BUSINESS WIRE), May 21, 2013 - As residents and businesses in the surrounding areas of Oklahoma City recover from the damage and devastation caused by yesterday's tornado, Sprint (NYSE:S) is proactively waiving overage charges for voice, text and data for Sprint services between now and June 30, 2013. Impacted customers utilizing Virgin Mobile including payLo by Virgin Mobile or Boost Mobile, Sprint's prepaid brands, will be provided with a usage credit.
"Sprint is deeply saddened by the destruction caused by yesterday's tornado in Oklahoma and praying for the residents and victims as they recover and rebuild," said Bill White, senior vice president-Corporate Communications and Corporate Social Responsibility. "We hope that our prayers and the support we're offering our customers and first responders will greatly aid the residents of Oklahoma in the days and weeks to come."
As first responders, public safety officials, and emergency medical personnel continue their response efforts in the area, the Sprint Emergency Response Team (ERT) is deploying staff, hundreds of mobile devices, and Satellite Cell on Light Trucks (SatCOLTS) to Oklahoma to coordinate interoperable wireless voice and IP data communications needs between the various state and local agencies.
Created in 2002 and first of its kind in the industry, the Sprint ERT is a cross-functional group of full-time and seasoned personnel that is also supported year-round and nationwide by an ERT Reservist program. Sprint ERT staff and their 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.
Sprint ERT maintains a 24-hour hotline, 365 days a year to rapidly address client needs round the clock. 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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Clearwire Special Meeting of Stockholders Rescheduled for May 31, 2013BELLEVUE, Wash., May 21, 2013 (GLOBE NEWSWIRE) -- Clearwire Corporation (NASDAQ: CLWR) ("Clearwire" or the "Company") today announced that it has rescheduled the date of its upcoming Special Meeting of Stockholders, which will now be held on Friday, May 31, 2013, at 10:30 a.m. Pacific time at the Highland Community Center, 14224 Bel-Red Road, Bellevue, Wash 98007. The record date for stockholders entitled to vote at the Special Meeting, and at any further adjournment or postponement of the meeting, remains April 2, 2013. 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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LAS VEGAS (BUSINESS WIRE), May 21, 2013 - Sprint (NYSE:S) today announced the planned summer launch of a trio of mobile broadband devices that will take advantage of three bands of 4G LTE wireless spectrum available to Sprint's network. These devices are expected to bring customers improved network performance and stronger in-building coverage as LTE is deployed on each of these bands. With the ability to leverage Sprint's 4G LTE network at 1.9GHz and 800MHz as well as Clearwire's LTE network at 2.5GHz, these new devices offer Sprint customers ideal solutions to easily stay connected on the go.
The first tri-band Sprint 4G LTE-capable mobile broadband devices will be the sleek MiFi® 500 LTE by Novatel Wireless™, international-capable NETGEAR® Zing Mobile Hotspot™ and the plug-in NETGEAR® 341U USB Modem. Pricing and exact availability dates for the three devices will be provided at a later date.
The three bands of spectrum accessible on these devices will provide Sprint customers a high-quality, consistently fast 4G LTE network experience, whether they are sitting at their desks, catching up with friends at a coffee shop, or riding in a cab in a crowded city:
The launch of devices that can operate on three spectrum bands is another milestone in Sprint's rollout of Network Vision. Network Vision represents a nationwide update of the Sprint network using the newest, most-advanced equipment in the industry. Sprint plans to consolidate multiple network technologies into one seamless network with the goal of enhancing network coverage, improving call quality and increasing data speeds for customers. It will also offer financial benefits for Sprint shareholders.
"We are very pleased to reach another Network Vision milestone today as we continue to be on schedule to deliver a world-class LTE network experience for our customers," said Steve Elfman, president of Network Operations and Wholesale. "These three devices from our partners at Novatel and NETGEAR provide a clear look at the benefits of consolidating networks and making the best use of our spectrum assets. Best of all, these new mobile broadband devices bring our customers innovative features, including touchscreens and international capability."
Updated MiFi Packs In Features
Novatel Wireless, inventor of the mobile hotspot category, has updated its award-winning MiFi hotspot with the MiFi 500 LTE, adding connectivity to Sprint's LTE network as well as 3G CDMA. Offering sleek and compact styling, MiFi 500 LTE makes it easy for families, students or work teams of up to 10 to wirelessly stay connected with the same 3G or 4G LTE connection.
This convenient mobile broadband device requires no software to install and offers advanced on-device security features to keep data and wireless service protected. An easy-to-use, on-device menu and intuitive navigation keys puts important information, such as battery status, signal strength and connected devices, at the user's fingertips. The web interface provides additional information including data usage and power management options.
MiFi 500 LTE offers a powerful 1,800mAh battery with an average of up to 10 hours of use on a single charge. It also features GPS functionality over Wi-Fi, multiple security protocols and other advanced features required by many corporate customers.
International Sprint LTE Hotspot
Sierra Wireless' AirCard® mobile broadband devices, including mobile hotspots, USB modems, associated accessories and software, are now part of the NETGEAR® family. Thinner than a hockey puck, NETGEAR Zing Mobile Hotspot is Sprint's first CDMA/LTE mobile hotspot to boast international roaming capabilities via GSM. It is also Sprint's first LCD touchscreen hotspot and first hotspot with both the device and packaging meeting Sprint's stringent environmental specifications.
NETGEAR Zing makes it easy to get work started quickly with access to the Sprint 3G or 4G LTE networks within seconds and real-time access to company resources, networks and data. The entire family can stay entertained on the go with high speed data for up to 10 users on Wi-Fi capable devices, such as laptops, eReaders, gaming devices, music players and tablets.
With a 2,500mAh battery, NETGEAR Zing allows users to remain connected for up to 10 hours of typical use. Users of the device can also manage connections and change network or device settings directly from the touchscreen. Additional settings are accessible through the web user interface.
First Tri-Band LTE USB Plug-In Modem
For those who prefer a plug-in option, NETGEAR 341U USB Modem will be Sprint's first tri-band LTE-capable USB modem. This small yet powerful device features a built-in LCD screen display to monitor connection status, signal strength and data usage with a quick glance.
With no software to install or start-up delay, NETGEAR 341U USB Modem makes it easy to get work done on the go. Download large presentations, stream video, and keep up with email without having to hunt for a public Wi-Fi network anywhere within Sprint's expanding 4G LTE or nationwide 3G footprints. Best of all, it provides flexibility for mobile workers who want to configure security and network access to keep their data safe.
Smartphones from Samsung and LG with tri-band capability are expected to be available to Sprint customers before the end of the year.
For the most up-to-date details on Sprint's 4G LTE portfolio and rollout, visit www.sprint.com/network. For detailed 4G LTE maps, visit www.sprint.com/coverage. Customers are encouraged to check back often because the maps will be updated whenever coverage is enhanced.
About Sprint Nextel
Sprint Nextel offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users. Sprint Nextel served more than 55 million customers at the end of the first quarter of 2013 and is widely recognized for developing, engineering and deploying innovative technologies, including the first wireless 4G service from a national carrier in the United States; offering industry-leading mobile data services, leading prepaid brands including Virgin Mobile USA, Boost Mobile, and Assurance Wireless; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. The American Customer Satisfaction Index rated Sprint No. 1 among all national carriers in customer satisfaction and most improved, across all 47 industries, during the last four years. Newsweek ranked Sprint No. 3 in both its 2011 and 2012 Green Rankings, listing it as one of the nation's greenest companies, the highest of any telecommunications company. You can learn more and visit Sprint at www.sprint.com or www.facebook.com/sprint and www.twitter.com/sprint.
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Waterproof Kyocera Hydro Edge Splashes into Sprint and Boost Mobile this Summer
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Boost Mobile Customers No Longer Need to Carry Cash with Launch of Boost Mobile Wallet
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Sprint Most Improved Company in Customer Satisfaction Among All U.S. Industries
OVERLAND PARK, Kan. (BUSINESS WIRE), May 21, 2013 - Sprint (NYSE: S) is the most improved company in customer satisfaction, across all 47 industries studied, during the last five years, according to results from the 2013 American Customer Satisfaction Index.
Released today, the ACSI survey also ranks Sprint No. 1 in delivering the best value among national wireless carriers. Among the study's customer experience benchmarks, Sprint also ranks highest in bill rating and data plan choice.
"To be recognized as the most improved U.S. company, period, during the last five years in the ACSI survey is validation that our relentless quest to provide the best customer experience is being noticed," said Dan Hesse, Sprint CEO.
In addition to ACSI, other independent third-parties have also recognized Sprint in customer service:
The American Customer Satisfaction Index is a national economic indicator of customer evaluations of the quality of products and services available to household consumers in the United States. The overall ACSI score factors in scores from more than 225 companies in 47 industries and from government agencies during the previous four quarters. The Index was founded at the University of Michigan's Ross School of Business and is produced by ACSI LLC. ACSI can be found on the Web at www.theacsi.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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Clearwire Receives Increased Offer from SprintClearwire Plans to Adjourn Special Meeting of Stockholders; Reschedules Meeting for May 30, 2013Bellevue, Wash., May 21, 2013 (GLOBE NEWSWIRE) -- Clearwire Corporation (NASDAQ: CLWR) ("Clearwire" or the "Company") today confirmed that it has received a revised offer from Sprint (NYSE:S) to acquire the approximately 50 percent stake in the Company it does not currently own for $3.40 per share. Consistent with its fiduciary duties and in consultation with its financial and legal advisors, the Special Committee of the Clearwire Board of Directors will review this revised proposal from Sprint. In light of the revised offer, and pursuant to the discretionary authority granted to the chairman of the meeting by Clearwire's bylaws, Clearwire plans to adjourn its Special Meeting of Stockholders, which is scheduled to be held at 10:30 a.m. Pacific time on Tuesday, May 21, 2013, without conducting any business. The Special Meeting of Stockholders will reconvene on Thursday, May 30, 2013, at 9:30 a.m. Pacific time at the Highland Community Center, 14224 Bel-Red Road, Bellevue, Wash 98007. The record date for stockholders entitled to vote at the Special Meeting, and at any further adjournment or postponement of the 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. is acting as counsel to Clearwire's Special Committee. 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 Submits Increased Offer for Clearwire
OVERLAND PARK, Kan. (BUSINESS WIRE), May 21, 2013 - Sprint (NYSE:S) today announced that it has submitted an increased offer to the Board of Directors of Clearwire (NASDAQ: CLWR) to acquire the approximately 50 percent stake in the company it does not currently own for $3.40 per share, valuing Clearwire at $10.7 billion. This increased offer represents a 14 percent premium to Sprint's previous offer of $2.97 announced on Dec. 17, 2012 and a 162 percent premium to Clearwire's closing share price the day before the Sprint-SoftBank discussions were first confirmed in the marketplace on Oct. 11, 2012 when Clearwire was also speculated to be a part of that transaction. The offer represents Sprint's best and final offer.
The revised offer demonstrates Sprint's commitment to closing the Clearwire transaction and improving its competitive position in the U.S. wireless industry. Sprint is uniquely positioned to leverage Clearwire's 2.5 GHz spectrum assets. Sprint's Network Vision architecture should allow for better strategic alignment and the full utilization and integration of Clearwire's complementary 2.5 GHz spectrum assets, while achieving operational efficiencies and improved service for customers as the spectrum and network is migrated to 4G LTE standards.
The revised offer has been submitted to the Clearwire Board of Directors and is subject to its formal approval. Clearwire's Special Committee and Board have repeatedly cited the merger as the best strategic alternative for the company and its minority stockholders. In addition, Clearwire has received commitments from Comcast Corp., Intel Corp and Bright House Networks LLC, who collectively own approximately 26 percent of Clearwire's shares not affiliated with Sprint, to vote their shares in support of the transaction.
Sprint's proposal provides a clear path forward for Clearwire and the merger provides attractive value for shareholders of both companies.
Upon approval by the Clearwire Board of Directors, the transaction is subject to customary closing conditions, including regulatory approvals and the approval of Clearwire's stockholders, including the approval of a majority of Clearwire stockholders not affiliated with Sprint or SoftBank. SoftBank has consented to the increased offer to acquire the remaining stake of Clearwire.
About Sprint Nextel
Sprint Nextel offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users. Sprint Nextel served more than 55 million customers at the end of the first quarter of 2013 and is widely recognized for developing, engineering and deploying innovative technologies, including the first wireless 4G service from a national carrier in the United States; offering industry-leading mobile data services, leading prepaid brands including Virgin Mobile USA, Boost Mobile, and Assurance Wireless; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. The American Customer Satisfaction Index rated Sprint No. 1 among all national carriers in customer satisfaction and most improved, across all 47 industries, during the last four years. Newsweek ranked Sprint No. 3 in both its 2011 and 2012 Green Rankings, listing it as one of the nation's greenest companies, the highest of any telecommunications company. You can learn more and visit Sprint at www.sprint.com or www.facebook.com/sprint and www.twitter.com/sprint.
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.
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Sprint Provides Transaction Update
OVERLAND PARK, Kan. (BUSINESS WIRE), May 20, 2013 - Sprint Nextel (NYSE: S) today announced that it has received from SoftBank Corp. ("SoftBank") a waiver of various provisions of the merger agreement between Sprint and SoftBank. The waiver will permit Sprint and its representatives to furnish non-public information concerning Sprint to DISH Network Corp. ("DISH") and to engage with DISH in discussions and negotiations regarding its proposal made on April 15, 2013. Prior to furnishing non-public information to DISH, Sprint will enter into a confidentiality agreement with DISH containing customary limitations on the use and disclosure of all non-public written and oral information furnished to DISH by or on behalf of Sprint.
Pursuant to the existing merger agreement with SoftBank, subject to certain requirements, the Sprint Board of Directors has the right to terminate the existing merger agreement in order to accept a Superior Offer (as defined in the merger agreement). The Sprint Board of Directors has not determined that the DISH proposal in fact constitutes a Superior Offer under the existing merger agreement, and there can be no assurance that the DISH proposal will ultimately lead to a Superior Offer. The Sprint Board of Directors has not changed its recommendation with respect to, and continues to support, the company's pending transaction with SoftBank.
The Sprint Board of Directors will, consistent with its fiduciary duties and in consultation with its financial and legal advisors, continue to evaluate the DISH proposal and discuss the proposal with DISH and SoftBank, as appropriate. Subject to applicable laws and regulations, Sprint's Board of Directors undertakes no obligation to provide updates or make further statements regarding the DISH proposal, any revised proposals that may be received from either DISH or SoftBank, or the status of discussions with either of them, unless and until definitive agreements are reached or discussions are terminated.
About Sprint Nextel
Sprint Nextel offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users. Sprint Nextel served more than 55 million customers at the end of the first quarter of 2013 and is widely recognized for developing, engineering and deploying innovative technologies, including the first wireless 4G service from a national carrier in the United States; offering industry-leading mobile data services, leading prepaid brands including Virgin Mobile USA, Boost Mobile, and Assurance Wireless; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. The American Customer Satisfaction Index rated Sprint No. 1 among all national carriers in customer satisfaction and most improved, across all 47 industries, during the last four years. Newsweek ranked Sprint No. 3 in both its 2011 and 2012 Green Rankings, listing it as one of the nation's greenest companies, the highest of any telecommunications company. You can learn more and visit Sprint at www.sprint.com or www.facebook.com/sprint and www.twitter.com/sprint.
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) one or more closing conditions to the transactions may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transactions or that the required approval by Sprint's stockholders for the SoftBank transaction or Clearwire's stockholders for the Clearwire transaction may not be obtained; (2) there may be a material adverse change of Sprint or the business of Sprint may suffer as a result of uncertainty surrounding the transactions; (3) the transactions may involve unexpected costs, liabilities or delays; (4) the legal proceedings that may have been initiated, as well as any additional legal proceedings that may be initiated, related to the transactions; and (5) other risk factors as detailed from time to time in Sprint's and Clearwire's reports filed with the SEC, including Sprint's and Clearwire's Annual Reports on Form 10-K for the year ended December 31, 2012, and the risk factors set forth in the Registration Statement on Form S-4, of which this proxy statement-prospectus is a part, which are available on the SEC's web site (www.sec.gov). There can be no assurance that the transactions will be completed, or if it completed, that such transactions will close within the anticipated time period or that the expected benefits of the transactions will be realized.
All forward-looking statements contained in this document and the documents referenced herein are made only as of the date of the document in which they are contained, and none of Sprint, SoftBank or Starburst II undertakes any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
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Sprint Acquires Handmark/OneLouder to Enhance Pinsight Media+ Advertising Capabilities
OVERLAND PARK, Kan. (BUSINESS WIRE), May 20, 2013 - Having built solid relationships with Kansas City startups to spur growth and establish the area as a hub for entrepreneurism and innovation, Sprint (NYSE:S) today announced that it has acquired Kansas City-based Handmark Inc. and its subsidiary OneLouder Apps Inc., a leading mobile app developer and advertising company. The combined teams will further enhance Sprint's Pinsight Media+TM advertising service with an increased entrepreneurial spirit and capabilities to drive tremendous benefits for brands, app developers and consumers.
"Bringing the capabilities of Handmark and OneLouder in-house is an exciting move as we position Sprint for market leadership in emerging mobile products and services," said Mike Cooley, vice president – New Ventures at Sprint. "The business, culture and technology they bring will be a huge asset to our business, and ultimately the customers of Pinsight Media+."
OneLouder immediately infuses Pinsight Media+ with an experienced advertising team, a sophisticated ad platform and top-rated mobile apps that serve millions of customers each day. OneLouder's leading apps and technology platform, combined with Sprint's large customer base and targeting capabilities, will enhance both companies' abilities to connect brands with relevant audiences.
"As a long-time partner of Sprint, we've worked together on some of the mobile industry's most successful initiatives," said Augie Grasis, Handmark founder and CEO. "Joining forces is a natural progression to our relationship and will help scale our mobile media business, resulting in tremendous value for Sprint and OneLouder customers."
Handmark and OneLouder will continue to operate under their current brand names, led by Evan Conway, president of OneLouder. Grasis will join a new advisory board that is being established by Sprint to provide direction to Handmark and OneLouder. Handmark and OneLounder plan to remain in the same downtown Kansas City location with all current employees.
"Handmark/OneLouder is a good example of entrepreneurialism in Kansas City," said Kevin McGinnis, vice president – Product Platforms and Services at Sprint. "Handmark focused on changing with the times, pivoting their business like a true entrepreneur with OneLouder and becoming attractive to Sprint, among others. We are actively engaged in the entrepreneurial community to promote growth and innovation in many areas of business."
Pinsight Media+ is quickly moving to create a robust advertising ecosystem for advertisers. Recently, Sprint and Time Inc. unveiled a Mobile Content, Advertising and Retail alliance. In February, Sprint announced that it joined with Telefónica to discuss collaboration on creating one of the largest mobile advertising alliances in the world, potentially reaching more than 370 million mobile customers across the United States, Europe and Latin America with targeted advertising.
About Pinsight Media+
Pinsight Media+ offers the latest in unparalleled targeting, unique campaign placements, and insightful analytics. With Pinsight Media+, advertisers have the power to reach consumers on their mobile device in a more personalized way through relevant advertisements that are designed to drive substantial value for brands, advertisers and publishers.
For more information, please visit www.pinsightmedia.com.
About Sprint Nextel
Sprint offers a comprehensive range of wireless and wireline communications services bringing the reach of global networking and freedom of mobility to consumers, businesses and government users. Sprint served more than 55 million customers at the end of the first quarter of 2013 and is widely recognized for developing, engineering and deploying innovative technologies, including the first wireless 4G service from a national carrier in the United States; offering industry-leading mobile data services, leading prepaid brands including Virgin Mobile USA, Boost Mobile, and Assurance Wireless; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. The American Customer Satisfaction Index rated Sprint No. 1 among all national carriers in customer satisfaction and most improved, across all 47 industries, during the last four years. Newsweek ranked Sprint No. 3 in both its 2011 and 2012 Green Rankings, listing it as one of the nation's greenest companies, the highest of any telecommunications company. You can learn more and visit Sprint at www.sprint.com or www.facebook.com/sprint and www.twitter.com/sprint.
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