Crest Financial Limited, the largest of the
independent minority stockholders of Clearwire Corporation CLWR,
sent a letter to Clearwire's Board of Directors reiterating its view that
DISH Network Corporation's tender offer for all outstanding shares of
Clearwire for $4.40 per share "is both actionable and superior in every way
to Sprint Nextel Corporation's current offer of $3.40 per share." Crest
noted that SoftBank Corp.'s increased bid for Sprint confirms that
SoftBank's desire for Clearwire's spectrum "has only increased." Thus, Crest
urged the Clearwire Board to pursue a "direct, competitive bidding process
for the Company." In order to pursue that process, Crest demanded that the
Clearwire Board "reconstitute the Special Committee with truly independent
directors, fully consider DISH's tender offer to the stockholders of
Clearwire, and free the Company from Sprint's oppressive grip by terminating
the merger agreement following stockholders' rejection of the
Sprint-Clearwire merger on Thursday."
In Crest's letter to the Clearwire Board, David K. Schumacher, Crest's
General Counsel, stated: "SoftBank's increased offer for Sprint confirms
that the desire to obtain Clearwire's goldmine of spectrum, through control
of Sprint, has only increased. On the eve of Sprint's stockholder vote, and
faced with its own competing offer from DISH, SoftBank has upped its bid for
Sprint. As we have maintained all along and SoftBank has confirmed in public
statements, Clearwire's wealth of spectrum is SoftBank's ultimate target in
its pursuit of Sprint. Thus, its incremental bump for Sprint is in fact a
bump to its indirect bid for Clearwire. Clearwire's stockholders should
therefore receive the benefit of SoftBank's sweetened deal. If Sprint wishes
to accomplish its plan of locking up Clearwire for its ultimate suitor, it
must pay an adequate price that reflects the true value of the Company."
According to Schumacher: "Instead, Sprint has attempted to squeeze-out
Clearwire's minority stockholders on the cheap, while redirecting the
bidding war to itself. Those fiduciary breaches continue. While objecting to
DISH's tender offer for Clearwire with hastily manufactured legal
challenges, Sprint has set a deadline for DISH to respond to SoftBank's
latest bid with its own 'best and final' offer for Sprint. We believe that
the clear intent of these actions is to prevent DISH from bidding directly
for what it most desires-Clearwire and its spectrum assets-so that it is
forced to pay a premium for Sprint. Although that course might be more
beneficial to Sprint and its stockholders, it visits great harm on
Clearwire's stockholders and is thus an egregious breach of Sprint's
fiduciary duties as Clearwire's controller."
Schumacher added: "There can be no doubt that DISH's tender offer is better
for Clearwire's stockholders than Sprint's most recent bid for Clearwire.
DISH has offered Clearwire stockholders a full dollar more per share than
Sprint, and DISH's tender offer does not require any stockholder to sell
against its will. Moreover, DISH's proposed note purchase agreement would
permit Clearwire to draw down the same $800.0 million that Sprint has
offered in financing, but at an exchange ratio of $2.50 per share-as
compared to Sprint's much more dilutive rate of $1.50 per share. To be sure,
DISH's offer might not turn out to be Clearwire's best option. But it is
plainly superior to Sprint's proposal. And it is certainly a step in the
direction toward the open, competitive bidding process that is essential to
realizing the true value of the Company."
Crest's letter explained: "The Clearwire Board is duty-bound to promote this
competitive process. In order for that to occur, the Board must close the
polls for the scheduled stockholder meeting on June 13, so that the
Company's stockholders can finally reject the oppressive terms of the Sprint
merger agreement. Twice now the stockholders have been poised to vote down
the Sprint-Clearwire merger, and twice the Board has adjourned the vote to
keep the onerous Sprint merger agreement alive. Enough is enough. No more
adjournments. There is no justification for forcing Clearwire's true
minority stockholders to continue living under Sprint's oppression. It is
time for the Board to honor the stockholder vote and put an end to the
burdens of the Sprint merger agreement. It would be an undue interference
with the stockholder franchise to adjourn again just because the
stockholders have not given Sprint the answer it wants. Clearwire's
stockholders have spoken loud and clear and the Board should now finally
listen."
Schumacher further stated: "There is nothing preventing the Board from
entering into the investor rights and note purchase agreements requested by
DISH if consummating the DISH tender offer proves to be in the best
interests of Clearwire's minority stockholders. As explained in prior
letters from DISH and Crest, entering into the agreements requested by DISH
does not breach any of Clearwire's contractual obligations or violate any
Delaware law. Sprint's suggestions to the contrary are baseless and, in
fact, only further evidence of its oppressive stance toward the Company's
minority investors."
The letter to the Clearwire Board concluded: "You have a duty to resist
Sprint's efforts to divert Clearwire's true value. The only way to do so is
to reconstitute the Special Committee with truly independent directors,
fully consider DISH's tender offer to the stockholders of Clearwire, and
free the Company from Sprint's oppressive grip by terminating the merger
agreement following stockholders' rejection of the Sprint-Clearwire merger
on Thursday. Sprint, of course, remains free to submit a competing proposal
that is superior to DISH's tender offer-but it should be required to do so
on a level playing field, without the unfair, coercive terms of the current
merger agreement and related agreements. And others could respond with their
own offers to top DISH's and Sprint's bids. That is how the free market is
supposed to work. That is the competitive bidding process that will capture
the Company's true value for all of Clearwire's investors. That is what you
have an obligation to pursue."
D.F. King & Co, Inc. has been retained by Crest to assist it in the
solicitation of proxies in opposition to the proposed Sprint-Clearwire
merger. If stockholders have any questions or need assistance in voting the
GOLD proxy card, please call D.F. King & Co. at (800) 949-2583. The full
letter to the Clearwire Board can be found at http://www.dfking.com/clwr or
http://www.bancroftpllc.com/crest.
About Crest Financial Limited
Crest Financial Limited ("Crest") is a limited partnership under the laws of
the State of Texas. Its principal business is investing in securities.
Important Legal Information
In connection with the proposed merger of Clearwire Corporation
("Clearwire") with Sprint Nextel Corporation (the "Proposed Sprint Merger"),
Crest and other persons (the "Participants") have filed a supplement to its
definitive proxy statement with the U.S. Securities and Exchange Commission
("SEC"). The definitive proxy statement and the supplement have been mailed
to the stockholders of Clearwire. SECURITYHOLDERS OF CLEARWIRE ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT AND THE SUPPLEMENT, WHICH ARE AVAILABLE
NOW, AND THE PARTICIPANTS' OTHER PROXY MATERIALS FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING
ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS, CLEARWIRE AND THE
PROPOSED SPRINT MERGER. The definitive proxy statement, the supplement and
all other proxy materials filed with the SEC are available at no charge on
the SEC's website at http://www.sec.gov. In addition, the definitive proxy
statement and the supplement are also available at no charge on the website
of the Participants' proxy solicitor at http://www.dfking.com/clwr.
Forward-looking Statements
Certain statements contained herein are forward-looking statements
including, but not limited to, statements that are predications of or
indicate future events, trends, plans or objectives. Undue reliance should
not be placed on such statements because, by their nature, they are subject
to known and unknown risks and uncertainties. Forward-looking statements are
not guarantees of future activities and are subject to many risks and
uncertainties. Due to such risks and uncertainties, actual events may differ
materially from those reflected or contemplated in such forward-looking
statements. Forward-looking statements can be identified by the use of the
future tense or other forward-looking words such as "believe," "expect,"
"anticipate," "intend," "plan," "should," "may," "will," believes,"
"continue," "strategy," "position" or the negative of those terms or other
variations of them or by comparable terminology
Market News and Data brought to you by Benzinga APIs© 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
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