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Crest Financial Protests Clearwire's Delay Of Vote On Sprint-Clearwire Merger, Renews Call For Immediate Stockholder Vote, Termination Of Sprint Merger Agreement, And Reconstituted Special Committee To Consider DISH Offer
May 31, 2013 /PRNewswire/ -- Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), today protested the Clearwire Board of Directors' decision to adjourn for a second time the Clearwire stockholder meeting and delay to
June 13th the stockholder vote on the proposed Sprint-Clearwire Merger. Crest views this adjournment as a naked attempt to interfere with the stockholder franchise and urged the Clearwire Board to close the polls, finalize the vote at the special meeting and reconstitute the Special Committee of the Clearwire Board with new and truly independent directors who can consider the DISH tender offer.
David K. Schumacher, Crest's General Counsel: "The Clearwire Board is reacting to DISH's tender offer in its usual stockholder unfriendly way by adjourning the special meeting to
June 13th. That means that the ill-advised and unfair merger agreement with Sprint remains in effect until then. Clearwire now has a clearly actionable offer from DISH that is superior in every way to Sprint's offer. This only confirms what Crest and others have been saying for months: Clearwire is the crown jewel, and the Company can realize its true value only through a competitive bidding process."
Schumacher repeated Crest's call for a reconstituted Special Committee with new independent directors: "We believe that the Special Committee has been feckless and that Clearwire's directors have failed to account for the best interests of minority stockholders. Clearwire therefore needs to appoint a wholly new and truly independent Special Committee made up of newly appointed directors who will be unencumbered by the past defaults and misjudgments of the current Special Committee—most obviously the flawed recommendations that stockholders accept clearly inadequate Sprint bids of
$3.40 per share. The newly reconstituted Special Committee should be delegated all the powers of the Board."
Crest previously laid out exactly the scenario currently unfolding, that a vote AGAINST the Sprint merger would prompt DISH and others to make bids directly for Clearwire, for example, in its
May 17 letter to Clearwire stockholders: "After we the stockholders have rejected Sprint's unfair merger agreement, the Clearwire Board will be free to terminate the Sprint-Clearwire merger agreement, consider direct bids from DISH, Softbank, or others for 100% of Clearwire, and recommend in favor of such a direct bid."
Schumacher today said, "The Clearwire stockholders have done their part in resisting the Sprint merger agreement, but the Board still plays parliamentary games to interfere with the stockholder democracy. Clearwire must break free of Sprint's oppressive control and unlock the Company's true value by closing the polls, finalizing the vote and terminating the merger agreement with Sprint after Clearwire's stockholders reject the Sprint merger. The Clearwire Board will then be able to begin an open and competitive bidding process for the Company that will include DISH as well as any other competing bidders. The battle for Clearwire and its valuable spectrum assets is just beginning. Stockholders should demand that the Clearwire Board finally act in the best interest of ALL stockholders, not just in the interest of Sprint."