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May 10, 2013 /PRNewswire/ -- Crest Financial Limited, the largest of the independent, minority stockholders of Clearwire Corporation (NASDAQ: CLWR), has told its brokerage firms to take all necessary steps to perfect Crest's rights under Section 262 of the Delaware General Corporation Law to seek appraisal for the common stock of Clearwire Corporation that it beneficially owns.
Delaware law permits Clearwire shareholders electing to exercise their appraisal rights to ask the
Delaware Court of Chancery to determine the fair value of their Clearwire common stock if the Sprint-Clearwire merger is consummated and certain other conditions are satisfied. The law states that a Clearwire stockholder that votes FOR the Sprint-Clearwire merger cannot elect to exercise its appraisal rights.
David Schumacher, general counsel of Crest, said: "Crest will vote AGAINST the proposed Sprint-Clearwire merger. We are taking this action today to preserve our rights to an appraisal by the
Delaware court. The law prevents Clearwire stockholders that vote FOR the merger from seeking fair value for their shares through an appraisal action. Therefore, those Clearwire shareholders that vote FOR the merger will not be able to participate in, or benefit from, a recovery in any appraisal action. We are optimistic that the court will decide that the fair value of Clearwire's common stock is significantly higher than the
$2.97-a-share that Sprint is offering for it."
Crest has long argued that the price Sprint Nextel Corporation is offering to pay Clearwire stockholders for their shares is highly 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.
Crest also commended Glass, Lewis & Co., a leading proxy advisory firm, for its recommendation urging that Clearwire stockholders vote against the proposed merger with Sprint. Crest said is strongly disagreed with the view of ISS that the Sprint-Clearwire merger should succeed.