Crest Financial Demands That Clearwire Board Reconstitute Special Committee And Ensure A Fair And Transparent Bidding Process For Clearwire
HOUSTON, June 3, 2013 /PRNewswire-USNewswire/ -- Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), again urged the Clearwire Board of Directors to give genuine consideration to DISH Network Corporation's $4.40 per share tender offer and to pursue an "open, competitive bidding process" for Clearwire. Crest also described the options Sprint faces now that the competitive bidding over Clearwire has begun, and it demanded that the Clearwire Board form a new Special Committee with new independent directors to ensure a "fair and transparent" bidding process.
In Crest's letter to the Clearwire Board, David K. Schumacher, Crest's General Counsel, stated: "DISH's tender offer has shifted the battle for Clearwire's valuable assets to where it belongs—a competitive bidding process for Clearwire. But for a truly competitive process to take place, the Clearwire Board must appoint a new Special Committee with new, truly independent directors, unmarred by the Clearwire Board's past mistakes. The prior Special Committee failed to protect all stockholders' best interests by acceding to Sprint's two low-ball offers, locking the Company into coercive financing and corporate governance terms, and delegating all negotiating authority away from the Special Committee's members to Mr. Stanton, among many other things. The same abdication cannot occur this time around."
According to Schumacher: "There are currently two bids on the table for Clearwire—one from the controlling stockholder and one from another bidder. For a fair assessment of each, a fresh independent perspective is required. Moreover, new independent directors will serve as a bulwark against any more attempts at oppression by Sprint. Thus, for Clearwire's minority stockholders to make a truly free choice, you must delegate to the new Special Committee all the powers of the Board, including decisions regarding interim financing and corporate governance arrangements, and Mr. Stanton must give up all negotiation authority. Then, the new Special Committee must fully consider DISH's offer, while also entertaining competing bids from Sprint, SoftBank, and all other interested parties."
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