Urges Holders to Vote AGAINST the Proposed Merger by Voting the GOLD Proxy Card
May 6, 2013
/PRNewswire-USNewswire/ -- Crest Financial Limited, the largest minority stockholder of Clearwire Corporation (NASDAQ: CLWR) with an ownership of 8.25% of the Class A common stock of Clearwire, today formally began its campaign to persuade Clearwire stockholders to reject the proposed merger with Sprint Nextel Corporation by mailing its proxy statement to the Clearwire stockholders. The proxy statement was cleared by the Securities and Exchange Commission last Friday, Crest said.
Crest also announced that an experienced team of trial lawyers from
Quinn Emanuel Urquhart
& Sullivan LLP, the largest U.S. law firm devoted solely to business litigation, will prosecute Crest's claims against Sprint and Clearwire in
's Chancery Court. John B. Quinn, founder and managing partner of
, will personally lead the trial team.
litigates many of the biggest and most noteworthy business cases in the U.S., with a 90 percent winning record.
"As the controlling stockholders of Clearwire, Sprint owes fiduciary duties—duties of loyalty and trust—which require it to protect the interests of the company's minority stockholders,"
said. "But instead of acting consistent with those duties, Sprint is thumbing its nose at the other stockholders and seeking to force a sale of Clearwire at a grossly inadequate price. Clearwire directors are doing Sprint's bidding."
Quinn, the lead trial lawyer for Crest, added: "We expect that litigation will result in a very substantial appraisal award or damage remedy to redress the breaches of fiduciary duty by both Sprint and the Clearwire directors."
Crest opposes the Sprint-Clearwire merger because it believes that the Sprint offer of
in cash per Clearwire share is grossly inadequate, that the merger was structured in a way that unfairly disadvantages minority stockholders, and that Clearwire would be better off if it remained a stand-alone company.
"We are optimistic that the Clearwire stockholders will agree with us that the Sprint offer is unfair and block the Sprint-Clearwire merger," said
David K. Schumacher
, general counsel of Crest. "Just last Friday, four other large minority stockholders owning 18.2% of Clearwire's Class A common stock announced their agreement to oppose the Sprint-Clearwire merger. The immense value of the wireless spectrum owned by Clearwire should benefit all Clearwire stockholders and should not be handed over on the cheap to Sprint, its controller."
Schumacher added, "We will pursue all litigation avenues and all available remedies."