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Clearwire Mails Letter Urging Stockholders To Vote 'For' Proposed Transaction With Sprint

THE SPRINT TRANSACTION WAS THE RESULT OF A RIGOROUS MULTI-YEAR STRATEGIC REVIEW

Over a period of two years, the Clearwire board and management undertook an extensive process to explore strategic and financial alternatives. 

Strategic alternatives evaluated and pursued included:
-- Additional wholesale partners -- Strategic transactions including partnerships
-- A spectrum sale -- Financial restructuring or bankruptcy
-- Financing alternatives (debt, equity)  

When the potential arose that Sprint might make an offer for the shares of Clearwire that it did not already own, the Clearwire board promptly formed a Special Committee solely comprised of directors independent from Sprint. The Special Committee hired its own legal and financial advisors and conducted a careful and rigorous process, meeting 10 times between its formation and the transaction announcement. The Special Committee carefully examined numerous alternatives, including conducting an extensive market check of potential spectrum acquirers as well as spending significant time with outside advisors to understand the implications and risks associated with a financial restructuring.

It was after completion of this extensive and comprehensive process that both the Special Committee and the entire board of directors unanimously determined that the Sprint transaction was the best alternative for Clearwire's stockholders.

SPRINT TRANSACTION OFFERS WHAT THE ALTERNATIVES CANNOT: FAIR, ATTRACTIVE AND CERTAIN VALUE

Our stock has been as low as $0.83 in the last year. The proposed $2.97 per share offer price equates to a total payment to Clearwire minority stockholders of approximately $2.2 billion, representing a:
  • 130% premium to Clearwire's closing share price on October 10, 2012, the day prior to speculation regarding Clearwire's involvement in the SoftBank-Sprint merger negotiations
  • 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
  • 31% premium to the price received by Google for its Clearwire Common Stock on March 1, 2012
  • 117% premium to the price received by Time Warner for its Clearwire Common Stock on October 3, 2012

In addition, Comcast, Intel, and Bright House Networks – which together own ~13% of Clearwire's voting shares, or ~26% of non-Sprint voting shares – all significant Clearwire stockholders, have pledged to vote their shares in support of the transaction. 

SETTING THE RECORD STRAIGHT

Opponents of the transaction have made a series of assertions that are inaccurate and unsupported. We urge you to look past the false suggestions that Clearwire has numerous viable or attractive alternatives to consider. We want to ensure that all stockholders make an informed decision, so let us set the record straight by correcting the misperceptions regarding the Sprint transaction:

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