BELLEVUE, Wash., March 28, 2013 (GLOBE NEWSWIRE) -- Clearwire (NASDAQ: CLWR)today announced that it has elected to take the $80 million Aprildraw under the terms of its agreements with Sprint NextelCorporation ("Sprint") that provide additional financing toClearwire in the form of exchangeable notes, which will beexchangeable under certain conditions for Clearwire common stock at$1.50 per share, subject to adjustment under certain conditions(the "Sprint Financing Agreements"). The Special Committeehas not made any determination as to whether to take any futuredraws under the Sprint Financing Agreements and has not made anydetermination to change its recommendation of the current Sprinttransaction. As previously disclosed on January 8, 2013, Clearwire receivedan unsolicited, non-binding proposal from DISH Network Corporation("DISH"), which was a preliminary indication of interest andsubject to numerous, material uncertainties and conditions.Consistent with its fiduciary duties to Clearwire's non-Sprintclass A stockholders, the Special Committee of Clearwire's board ofdirectors has engaged in discussions with DISH concerning itsproposal and with Sprint over the course of the last three months,and the Special Committee intends to continue suchdiscussions. The Special Committee will pursue the course ofaction that it believes is in the best interests of Clearwire'snon-Sprint Class A stockholders. 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 proxy statement with the SEC. When completed, a definitive proxy statement and aform of proxy will be mailed to the Clearwire's stockholders.INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXYSTATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLEBECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CLEARWIRE ANDTHE TRANSACTION. Investors and security holders may obtain freecopies of these documents (and, when available, will be able toobtain 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 email@example.com JLM Partners for Clearwire Mike DiGioia or Jeremy Pemble, (206) 381-3600 firstname.lastname@example.org or email@example.com Investor Contacts: Alice Ryder, (425) 505-6494 firstname.lastname@example.org MacKenzie Partners for Clearwire Dan Burch or Laurie Connell, (212) 929-5500 email@example.com or firstname.lastname@example.org