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Clearwire Mails Letter To Stockholders Stating Proposed Transaction With Sprint Provides Best Strategic Alternative For Clearwire's Minority Stockholders

Stocks in this article: CLWR

BELLEVUE, Wash., May 6, 2013 (GLOBE NEWSWIRE) -- Clearwire (Nasdaq:CLWR) today mailed a letter to stockholders regarding its proposed transaction with Sprint Nextel Corporation ("Sprint"). The letter describes the proposed transaction with Sprint as providing the best strategic alternative for Clearwire's minority stockholders, representing fair, attractive and certain value.

The full text of the letter follows:

May 6, 2013

On May 21, 2013, Clearwire will hold a Special Meeting of Stockholders to vote on the proposed Sprint transaction. Clearwire stockholders of record as of the close of business on April 2, 2013, are entitled to vote at the Special Meeting.


Clearwire's board of directors has always been committed to considering strategic options and pursuing those that maximize stockholder value. A Special Committee conducted a careful and rigorous review of all options available to Clearwire, with the assistance of independent financial and legal advisors. On the unanimous recommendation of the Special Committee, the Clearwire board has unanimously concluded that the proposed transaction with Sprint is the best strategic alternative for stockholders, representing fair, attractive and certain value, especially in light of the Company's limited alternatives and the well-known constraints of its liquidity position.

The proposed $2.97 per share offer price equates to a total payment to Clearwire minority stockholders of approximately $2.2 billion. This transaction represents a total Clearwire enterprise value of approximately $10 billion, including net debt and spectrum lease obligations of $5.5 billion. Additional benefits include:

  • Attractive spectrum value of $0.21 / MHz – POP;
  • A ~ 130% premium to Clearwire's closing share price on October 10, 2012, just before Sprint publicly acknowledged its merger discussions with SoftBank, and Clearwire was speculated to be part of that transaction;
  • A 40% premium to the closing share price on November 20, 2012, the day before Clearwire received Sprint's $2.60 per share initial non-binding indication of interest;
  • Higher certainty of value for stockholders compared to other alternatives; and
  • Immediate liquidity to stockholders at transaction close.


Clearwire formed a Special Committee, comprised of three directors independent from Sprint. Clearwire's Special Committee hired its own legal and financial advisors to evaluate and negotiate the Sprint transaction. Specifically, the Special Committee:

  • Rejected Sprint's initial indication of interest of $2.60;
  • Oversaw subsequent negotiations, leading to an increase in the offer price of 14% and other more favorable terms; and
  • Received a fairness opinion from its financial advisors that the $2.97 merger consideration was fair, from a financial point of view, to the Company's non-Sprint stockholders.

In addition to the actions taken by the Special Committee outlined above, the Board hired its own separate, independent legal and financial advisors and received a fairness opinion stating that the $2.97 merger consideration was fair, from a financial point of view, to the Company's non-Sprint stockholders.

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