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TheStreet Open House

Leading Proxy Advisory Firm ISS Recommends Clearwire Stockholders Vote 'FOR' Proposed Transaction With Sprint

Stocks in this article: CLWR

BELLEVUE, Wash., May 10, 2013 (GLOBE NEWSWIRE) -- Clearwire (the "Company") today announced that Institutional Shareholder Services ("ISS"), a leading independent proxy voting and corporate governance advisory firm, recommends that Clearwire stockholders vote 'FOR' the proposed transaction with Sprint. The Company also commented on Glass Lewis' recent report regarding the transaction.

Clearwire issued the following statement, "We are very pleased that ISS has recommended that stockholders vote FOR the proposed transaction with Sprint. This recommendation affirms the conclusion of a rigorous multi-year strategic review and reinforces the board's unanimous belief that this combination is the best strategic alternative for Clearwire's minority stockholders, delivering certain, fair and attractive value."

In its report dated May 10, 2013, recommending that stockholders vote FOR the merger, ISS stated the following: 1

  • "The current [Sprint] offer falls within an appropriate valuation range as determined by evaluating independent analyst price targets, relative share price premia, and precedent transactions for similar spectrum.  
  • "Because the sales process appears to have been both extensive and well-known in the industry; CLWR's business is increasingly unviable on a stand-alone basis; the company requires interim financing from Sprint to fund operations and satisfy interest payments...a vote FOR the transaction is warranted."

Clearwire also noted that it strongly believes that Glass Lewis reached the wrong conclusion in failing to recommend that stockholders vote for the proposed Sprint transaction. The Company believes that in its report, Glass Lewis failed to recognize the comprehensive process that led both the Special Committee and the entire board of directors to unanimously determine that the Sprint transaction is the best alternative for Clearwire's stockholders. 

The Clearwire board unanimously recommends that stockholders follow the recommendation of ISS and vote their shares FOR all of the proposals relating to the proposed transaction with Sprint by returning the WHITE proxy card with a "FOR" vote. The failure to vote or an abstention has the same effect as a vote against the proposed combination.  Because some of the proposals required to close the proposed transaction requires the affirmative vote of 75% of all outstanding shares, the votes of all of Clearwire stockholders are important.

If stockholders do not approve the proposals related to the proposed combination, there is no assurance that shares of Clearwire common stock will be able to be sold for the same or greater value in the future. As Clearwire has previously stated, if the transaction is not approved, there will be substantial doubt about Clearwire's ability to continue operations, especially as the company projects that it will run out of liquidity in the first quarter of 2014. Furthermore, a rejection of the Sprint transaction would increase the difficulty in raising new capital, could limit available vendor financing for any future LTE network build and would create operational challenges in all areas of the business.

Clearwire urges stockholders to discard any gold proxy cards they may receive, as these proxy cards were sent by a dissident stockholder.  If stockholders previously submitted a gold proxy card, Clearwire urges stockholders to cast their vote as instructed on the WHITE proxy card as soon as stockholders receive it.  A vote on the WHITE proxy card will revoke any earlier dated proxy card that was submitted, including any white proxy card. If stockholders have questions or need assistance voting their shares, please contact Clearwire's proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885 or call collect at (212) 929-5500.

 
  If you have any questions, require assistance with voting your WHITE  proxy card, or need additional copies of the proxy materials, please contact:   MacKenzie Partners, Inc. 105 Madison Avenue New York, NY 10016   proxy@mackenziepartners.com   (212) 929-5500 (Call Collect) Or TOLL-FREE (800) 322-2885

Cautionary Statement Regarding Forward-Looking Statements

This document includes "forward-looking statements" within the meaning of the securities laws. The words "may," "could," "should," "estimate," "project," "forecast," "intend," "expect," "anticipate," "believe," "target," "plan," "providing guidance" and similar expressions are intended to identify information that is not historical in nature.

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