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Bellevue, Wash., May 21, 2013 (GLOBE NEWSWIRE) --
Clearwire Corporation (NASDAQ: CLWR) ("Clearwire" or the "Company") today confirmed that it has received a revised offer from Sprint (NYSE:S) to acquire the approximately 50 percent stake in the Company it does not currently own for $3.40 per share.
Consistent with its fiduciary duties and in consultation with its financial and legal advisors, the Special Committee of the Clearwire Board of Directors will review this revised proposal from Sprint.
In light of the revised offer, and pursuant to the discretionary authority granted to the chairman of the meeting by Clearwire's bylaws, Clearwire plans to adjourn its Special Meeting of Stockholders, which is scheduled to be held at 10:30 a.m. Pacific time on Tuesday, May 21, 2013, without conducting any business. The Special Meeting of Stockholders will reconvene on Thursday, May 30, 2013, at 9:30 a.m. Pacific time at the Highland Community Center, 14224 Bel-Red Road, Bellevue, Wash 98007. The record date for stockholders entitled to vote at the Special Meeting, and at any further adjournment or postponement of the meeting, remains April 2, 2013.
Evercore Partners is acting as financial advisor and Kirkland & Ellis LLP is acting as counsel to Clearwire. Centerview Partners is acting as financial advisor and Simpson Thacher & Bartlett LLP and Richards, Layton & Finger, P.A. is acting as counsel to Clearwire's Special Committee.
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.
This document contains forward-looking statements relating to the proposed merger and related transactions (the "transaction") between Sprint and Clearwire. All statements, other than historical facts, including statements regarding the expected timing of the closing of the transaction; the ability of the parties to complete the transaction considering the various closing conditions; the expected benefits and efficiencies of the transaction; the competitive ability and position of Sprint and Clearwire; and any assumptions underlying any of the foregoing, are forward- looking statements. Such statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, any conditions imposed in connection with the transaction, approval of the transaction by Clearwire stockholders, the satisfaction of various other conditions to the closing of the transaction contemplated by the merger agreement, and other factors discussed in Clearwire's and Sprint's Annual Reports on Form 10- K for their respective fiscal years ended December 31, 2012, their other respective filings with the U.S. Securities and Exchange Commission (the "SEC") and the proxy statement and other materials that have been or will be filed with the SEC by Clearwire in connection with the transaction. There can be no assurance that the transaction will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the transaction will be realized.