BELLEVUE, Wash., Feb. 1, 2013 (GLOBE NEWSWIRE) -- Clearwire (NASDAQ: CLWR)today announced that it has filed a preliminary proxy statement inconnection with its definitive agreement with Sprint NextelCorporation ("Sprint") for Sprint to acquire the approximately 50percent stake in Clearwire that it does not already own for $2.97per share (the "Sprint Agreement"). The background section of theproxy statement describes the Company's extensive review ofstrategic alternatives to maximize stockholder value over the pastfew years. As previously disclosed on January 8, 2013, Clearwire receivedan unsolicited, non-binding proposal (the "DISH Proposal") fromDISH Network Corporation ("DISH"). The DISH Proposal provides forDISH to purchase certain spectrum assets from Clearwire, enter intoa commercial agreement with Clearwire and acquire up to all ofClearwire's common stock for $3.30 per share (subject to minimumownership of at least 25% and granting of certain governancerights) and provide Clearwire with financing on specified terms.The DISH Proposal is only a preliminary indication of interest andis subject to numerous, material uncertainties and conditions,including the negotiation of multiple contractual arrangementsbeing requested by DISH (some of which, as currently proposed, maynot be permitted under the terms of Clearwire's current legal andcontractual obligations) as well as regulatory approvals. In connection with the Sprint Agreement, Clearwire and Sprintalso entered into agreements that provide up to $800 million ofadditional financing to Clearwire in the form of exchangeablenotes, which will be exchangeable under certain conditions forClearwire common stock at $1.50 per share, subject to adjustmentunder certain conditions (the "Sprint Financing Agreements"). Underthe Sprint Financing Agreements, Sprint has agreed to purchase, atClearwire's option, $80 million of exchangeable notes per month forup to 10 months. As previously disclosed on January 8, 2013, Clearwire did nottake the initial draw under the Sprint Financing Agreements as DISHindicated that its preliminary proposal would be withdrawn wereClearwire to draw on the financing. In order to allow the SpecialCommittee to continue to evaluate the DISH Proposal, at thedirection of the Special Committee, Clearwire has not taken theFebruary $80 million draw. The Special Committee has not made anydetermination with respect to any future draws under the SprintFinancing Arrangements.
Also, under the terms of the Sprint Financing Agreements, Sprintis only obligated to provide financing for the last three draws (inAugust, September and October 2013) if an agreement has beenreached between Sprint and Clearwire on the accelerated build outof Clearwire's wireless broadband network by January 31, 2013.Although the parties have not come to an agreement on theaccelerated build out, Clearwire and Sprint have amended the SprintFinancing Agreements to extend the date by which agreement on theaccelerated build out must be reached to February 28, 2013 for theCompany to be able to take the last three draws.The Special Committee will, consistent with its fiduciary dutiesand in consultation with its independent financial and legaladvisors, continue to evaluate the DISH Proposal and engage indiscussions with each of DISH and Sprint, as appropriate. TheSpecial Committee has not made any determination to change itsrecommendation of the current Sprint transaction. The Special Committee and Clearwire will pursue the course ofaction that it believes is in the best interests of Clearwire'snon-Sprint Class A stockholders. Neither Clearwire nor the SpecialCommittee has any further comment on this matter at this time. Evercore Partners is acting as financial advisor and Kirkland& Ellis LLP is acting as counsel to Clearwire. CenterviewPartners is acting as financial advisor and Simpson Thacher &Bartlett LLP and Richards, Layton & Finger, P.A. are acting ascounsel to Clearwire's Special Committee. About Clearwire Clearwire Corporation (NASDAQ:CLWR), through its operatingsubsidiaries, is a leading provider of 4G wireless broadbandservices offering services in areas of the U.S. where more than 130million people live. The company holds the deepest portfolio ofwireless spectrum available for data services in the U.S. Clearwireserves retail customers through its own CLEAR ® brand aswell as through wholesale relationships with some of the leadingcompanies in the retail, technology and telecommunicationsindustries, including Sprint and NetZero. The company isconstructing a next-generation 4G LTE Advanced-ready network toaddress the capacity needs of the market, and is also workingclosely with the Global TDD-LTE Initiative to further the TDD-LTEecosystem. Clearwire is headquartered in Bellevue, Wash. Additionalinformation is available at http://www.clearwire.com. Cautionary Statement Regarding Forward-LookingStatements This press release includes "forward-looking statements" withinthe meaning of the securities laws. The words "may," "could,""should," "estimate," "project," "forecast," "intend," "expect,""anticipate," "believe," "target," "plan," "providing guidance" andsimilar expressions are intended to identify information that isnot historical in nature.
This press release contains forward-looking statements relatingto the proposed merger and related transactions (the "transaction")between Sprint and Clearwire. All statements, other than historicalfacts, including statements regarding the expected timing of theclosing of the transaction; the ability of the parties to completethe transaction considering the various closing conditions; theexpected benefits and synergies of the transaction; the competitiveability and position of Sprint and Clearwire; and any assumptionsunderlying any of the foregoing, are forward-looking statements.Such statements are based upon current plans, estimates andexpectations that are subject to risks, uncertainties andassumptions. The inclusion of such statements should not beregarded as a representation that such plans, estimates orexpectations will be achieved. You should not place undue relianceon such statements. Important factors that could cause actualresults to differ materially from such plans, estimates orexpectations include, among others, any conditions imposed inconnection with the transaction, approval of the transaction byClearwire stockholders, the satisfaction of various otherconditions to the closing of the transaction contemplated by themerger agreement, and other factors discussed in Clearwire's andSprint's Annual Reports on Form 10-K for their respective fiscalyears ended December 31, 2011, their other respective filings withthe U.S. Securities and Exchange Commission (the "SEC") and theproxy statement and other materials that will be filed with the SECby Clearwire in connection with the transaction. There can be noassurance that the transaction will be completed, or if it iscompleted, that it will close within the anticipated time period orthat the expected benefits of the transaction will be realized.Additional Information and Where to Find It In connection with the transaction, Clearwire has filed a Rule13e-3 Transaction Statement and a preliminary proxystatement with the SEC. When completed, a definitive proxystatement and a form of proxy will be mailed to the Clearwire'sstockholders. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READTHE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOMEAVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUTCLEARWIRE AND THE TRANSACTION. Investors and security holders mayobtain free copies of these documents (and, when available, will beable to obtain a copy of the definitive proxy statement) and otherdocuments filed with the SEC at the SEC's web site at www.sec.gov.In addition, the documents filed by Clearwire with the SEC may beobtained free of charge by contacting Clearwire at Clearwire, Attn:Investor Relations, (425) 505-6494. Clearwire's filings with theSEC are also available on its website at www. clearwire.com. Participants in the Solicitation Clearwire and its officers and directors and Sprint and itsofficers and directors may be deemed to be participants in thesolicitation of proxies from Clearwire stockholders with respect tothe transaction. Information about Clearwire officers and directorsand their ownership of Clearwire common shares is set forth in theproxy statement for Clearwire's 2012 Annual Meeting ofStockholders, which was filed with the SEC on April 30, 2012.Information about Sprint officers and directors is set forth inSprint's Annual Report on Form 10-K for the year ended December 31,2011, which was filed with the SEC on February 27, 2012. Investorsand security holders may obtain more detailed information regardingthe direct and indirect interests of the participants in thesolicitation of proxies in connection with the transaction byreading the preliminary and definitive proxy statements regardingthe transaction, which will be filed by Clearwire with the SEC.
CONTACT: Media Contacts: Susan Johnston, (425) 505-6178 firstname.lastname@example.org JLM Partners for Clearwire Mike DiGioia or Jeremy Pemble, (206) 381-3600 email@example.com or firstname.lastname@example.org Joele Frank, Wilkinson Brimmer Katcher for Clearwire Joele Frank or Andy Brimmer, (212) 355-4449 Investor Contacts: Alice Ryder, (425) 505-6494 email@example.com MacKenzie Partners for Clearwire Dan Burch or Laurie Connell, (212) 929-5500 firstname.lastname@example.org or email@example.com