BELLEVUE, Wash., May 30, 2013 (GLOBE NEWSWIRE) -- Clearwire Corporation(NASDAQ: CLWR) ("Clearwire" or the "Company") today acknowledgedthat DISH Network Corporation (NASDAQ: DISH) ("DISH") has commencedan unsolicited cash tender offer to acquire all outstanding commonshares of Clearwire at a price of $4.40 per share. In light of this development, and pursuant to the discretionaryauthority granted to the chairman of the meeting by Clearwire'sbylaws, the Company plans to adjourn its Special Meeting ofStockholders, which is scheduled to be held at 10:30 a.m. Pacifictime on Friday, May 31, 2013, without conducting any business. TheSpecial Meeting of Stockholders will reconvene on Thursday, June13, 2013, at 10:30 a.m. Pacific time at the HighlandCommunity Center, 14224 Bel-Red Road, Bellevue, Washington,98007. The record date for stockholders entitled to vote atthe Special Meeting remains April 2, 2013. The Special Committee of Clearwire's board of directors (the"Special Committee") has determined, consistent with its fiduciaryduties, that it will engage with DISH to discuss, negotiate and/orprovide information in connection with the DISH Proposal. Consistent with its fiduciary duties and as required by applicablelaw, the Special Committee, in consultation with its independentfinancial and legal advisors, will promptly review the offer todetermine the course of action that it believes is in the bestinterests of Clearwire's non-Sprint Class A stockholders. TheSpecial Committee noted that while the most recent DISH proposalraises issues that need to be discussed with DISH, the proposalappears to be more actionable than DISH's previous proposal, andthe Committee intends to issue its recommendation in duecourse. The Special Committee has not made any determinationto change its recommendation of the current Sprint (NYSE:S) offerto acquire the approximately 50 percent stake in the Company itdoes not currently own for $3.40 per share.
On or before June 12, 2013, Clearwire intends to file with theSecurities and Exchange Commission a Solicitation/RecommendationStatement on Schedule 14D-9 stating whether the Clearwire board ofdirectors and the Special Committee recommends acceptance orrejection of DISH's unsolicited tender offer, expresses no opinionand remains neutral toward the tender offer, or is unable to take aposition with respect to the tender offer, as well as setting forththe board of directors and the Special Committee's reasons for itsposition with respect to the tender offer.Clearwire stockholders are urged to defer making anydetermination with respect to the tender offer until they have beenadvised of the board of directors and the Special Committee'spositions with respect to the tender offer. In connection with the definitive agreement with Sprint,Clearwire and Sprint entered into agreements that provideadditional 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"). Under the Sprint Financing Agreements, Sprint agreed to purchase,at Clearwire's option, $80 million of exchangeable notes per monthfor up to 10 months. At the direction of the Special Committee,Clearwire has elected to forego the June $80 million draw. The Special Committee has not made any determination with respectto any future draws under the Sprint Financing Arrangements. In addition, the Company has announced that it intends to makethe interest payments totaling approximately $255 million, whichare due June 1, 2013, on its first-priority, second-priority andexchangeable notes. 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. Blackstone AdvisoryPartners L.P. has advised the Company on restructuring matters.
About ClearwireClearwire 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 document includes "forward-looking statements" within themeaning 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 document contains forward-looking statements relating tothe 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 efficiencies of the transaction; thecompetitive ability and position of Sprint and Clearwire; and anyassumptions underlying any of the foregoing, are forward- lookingstatements. Such statements are based upon current plans, estimatesand expectations 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, 2012, their other respective filings withthe U.S. Securities and Exchange Commission (the "SEC") and theproxy statement and other materials that have been or will be filedwith the SEC by Clearwire in connection with the transaction. Therecan be no assurance that the transaction will be completed, or ifit is completed, that it will close within the anticipated timeperiod or that the expected benefits of the transaction will berealized.
Clearwire does not undertake any obligation to update anyforward-looking statement to reflect events or circumstances afterthe date on which the statement is made or to reflect theoccurrence of unanticipated events. Readers are cautioned not toplace undue reliance on any of these forward-lookingstatements.Additional Information and Where to Find It In connection with the transaction, Clearwire has filed a Rule13e-3 Transaction Statement and a definitive proxy statement withthe SEC. The definitive proxy statement has been mailed to theClearwire's stockholders. INVESTORS AND SECURITY HOLDERS AREADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANTMATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUTCLEARWIRE AND THE TRANSACTION. Investors and security holders mayobtain free copies of these documents and other documents filedwith the SEC at the SEC's web site at www.sec.gov. In addition, thedocuments filed by Clearwire with the SEC may be obtained free ofcharge by contacting Clearwire at Clearwire, Attn: InvestorRelations, (425) 505-6494. Clearwire's filings with the SEC arealso 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 thedefinitive proxy statement for Clearwire's Special Meeting ofStockholders, which was filed with the SEC on April 23, 2013.Information about Sprint officers and directors is set forth inSprint's Annual Report on Form 10-K for the year ended December 31,2012, which was filed with the SEC on February 28, 2013. 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 definitive proxy statement regarding the transaction,which was filed by Clearwire with the SEC.
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