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Clearwire Corporation
CLWR 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
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.
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