This Day On The Street
Continue to site
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here

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

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   (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.

1 of 3

Check Out Our Best Services for Investors

Action Alerts PLUS

Portfolio Manager Jim Cramer and Director of Research Jack Mohr reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

David Peltier uncovers low dollar stocks with serious upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
14-Days Free
Only $9.95
14-Days Free
Dividend Stock Advisor

David Peltier identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Real Money

More than 30 investing pros with skin in the game give you actionable insight and investment ideas.

Product Features:
  • Access to Jim Cramer's daily blog
  • Intraday commentary and news
  • Real-time trading forums
Only $49.95
14-Days Free
14-Days Free
AAPL $94.98 -0.21%
FB $116.77 -0.56%
GOOG $692.36 0.00%
TSLA $230.00 -1.00%
YHOO $36.01 0.00%


Chart of I:DJI
DOW 17,750.91 -140.25 -0.78%
S&P 500 2,063.37 -18.06 -0.87%
NASDAQ 4,763.2240 -54.37 -1.13%

Free Reports

Top Rated Stocks Top Rated Funds Top Rated ETFs