Reiterates Recommendations of Two Leading Proxy Advisory Firms – ISS and Egan-Jones – to Vote 'FOR' Proposed Transaction with Sprint
Dear Clearwire Stockholder:
Time is short, as the Clearwire Special Meeting of Stockholders is just days away. The proposed Sprint transaction delivers fair, attractive and certain value and Clearwire's Board of Directors unanimously recommends that stockholders vote "FOR" the Sprint transaction on the WHITE proxy card TODAY.TWO LEADING PROXY ADVISORY FIRMS RECOMMEND THAT CLEARWIRE STOCKHOLDERS VOTE 'FOR' PROPOSED TRANSACTION WITH SPRINT
In its May 10, 2013, report Institutional Shareholder Services concluded:* "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... a vote FOR the transaction is warranted."
Egan-Jones came to a similar conclusion in its May 12, 2013, report:* "We believe that the proposed transaction represents what is currently the best available strategic alternative for shareholders... [Egan-Jones] recommend[s] that clients holding shares of CLEARWIRE CORPORATION vote "FOR" this Proposal provided in the WHITE proxy card provided by the management."THE OFFER PRICE REPRESENTS A FAIR, ATTRACTIVE AND CERTAIN VALUE TO CLEARWIRE STOCKHOLDERS
Over the course of the previous year, Clearwire's stock has been as low as $0.83. 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.TRANSACTION FOLLOWS A MULTI-YEAR STRATEGIC REVIEW THAT INCLUDED THE EVALUATION OF NUMEROUS ALTERNATIVES
Clearwire's board and management undertook an extensive, two-year process to explore strategic and financial alternatives, and Clearwire board's Special Committee, with its own independent advisors, carefully examined numerous alternatives to the Sprint proposal. Following the completion of this rigorous process, both the Special Committee and the entire board of directors unanimously determined that the Sprint transaction was the best alternative for Clearwire's stockholders.MAXIMIZE THE VALUE OF YOUR INVESTMENT IN CLEARWIRE – VOTE "FOR" THE SPRINT TRANSACTION ON THE WHITE PROXY CARD TODAY
The Clearwire board unanimously recommends that you vote your shares FOR all of the proposals relating to the proposed transaction with Sprint by returning the WHITE proxy card with a "FOR" vote for all proposals.
If stockholders do not approve the proposals related to the proposed combination, there is no assurance that your shares of Clearwire common stock will be able to be sold for the same or greater value in the future.
If you previously submitted a gold proxy card, we urge you to cast your vote as instructed on the WHITE proxy card as soon as you receive it. A vote on the WHITE proxy card will revoke any earlier dated proxy card that was submitted, including any white proxy card.
Thank you for your continued support.
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.
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 firstname.lastname@example.org (212) 929-5500 (Call Collect) Or TOLL-FREE (800) 322-2885