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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, recommended that
stockholders accept a revised offer from Sprint
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:
* 47% premium over Sprint's prior offer of $3.40; and
* 14% premium over DISH's tender offer.
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.
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