BELLEVUE, Wash., June 24, 2013 (GLOBE NEWSWIRE) -- Clearwire Corporation(NASDAQ:CLWR) ("Clearwire" or the "Company") today announced thatInstitutional Shareholder Services ("ISS"), a leading independentproxy voting and corporate governance advisory firm, in light ofSprint's revised offer to acquire the approximately 50 percentstake in Clearwire it does not currently own for $5.00 per share,has recommended that Clearwire stockholders vote FOR the proposedmerger with Sprint. In its updated report issued on June 21, 2013, ISS stated:"Given the cash consideration being offered by Sprint is higherthan the tender offer from DISH, and therefore the best alternativecurrently available to maximize value, shareholders should vote FORthe proposed merger with Sprint."  "We are pleased that ISS agrees that Sprint's increased offer toacquire all of the outstanding shares of Clearwire represents thebest value to our stockholders," said Erik Prusch, President andCEO of Clearwire. "This offer has been unanimouslyrecommended by the Special Committee of Clearwire's Board ofDirectors, which consists of independent, non-Sprint-affiliateddirectors, and the Board urges Clearwire stockholders to vote 'FOR'the transaction." As previously disclosed, Sprint has received commitments from agroup of significant Clearwire stockholders, including MountKellett Capital Management LP, Glenview Capital Management LLC,Chesapeake Partners Management Co., Inc. and Highside CapitalManagement LP, which collectively own approximately 9 percent ofClearwire's voting shares, to vote their shares in support of thetransaction. These stockholders have also agreed to selltheir shares to Sprint in the event the transaction does notclose. Together with the voting commitments previously received fromComcast Corp., Intel Corp and Bright House Networks LLC, whocollectively own approximately 13 percent of Clearwire's votingshares, and Clearwire's directors and officers, stockholders owningapproximately 45 percent of the Clearwire voting shares notaffiliated with Sprint have now agreed to vote their shares insupport of the transaction.
The Company will reconvene its Special Meeting of Stockholderson Monday, July 8, 2013, at 10:30 AM Pacific at the HighlandCommunity Center, 14224 Bel-Red Road, Bellevue, Wash., 98007. Therecord date for stockholders entitled to vote at the SpecialMeeting remains April 2, 2013.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 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. Clearwire serves retail customers through its ownCLEAR ® brand as well as through wholesale relationshipswith some of the leading companies in the retail, technology andtelecommunications industries, including Sprint and NetZero. Thecompany is constructing a next-generation 4G LTE Advanced-readynetwork to address the capacity needs of the market, and is alsoworking closely with the Global TDD-LTE Initiative to further theTDD-LTE ecosystem. Clearwire is headquartered in Bellevue,Wash. Additional information 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" and similarexpressions are intended to identify information that is nothistorical in nature. This document contains forward-lookingstatements relating to the proposed Merger between Sprint andClearwire pursuant to the Merger Agreement and the relatedtransactions (collectively, the "transaction"). All statements,other than historical facts, including statements regarding theexpected timing of the closing of the transaction; the ability ofthe parties to complete the transaction considering the variousclosing conditions; the expected benefits and synergies of thetransaction; the competitive ability and position of Sprint andClearwire; and any assumptions underlying any of the foregoing, areforward-looking statements. Such statements are based upon currentplans, estimates and expectations that are subject to risks,uncertainties and assumptions. The inclusion of such statementsshould not be regarded as a representation that such plans,estimates or expectations will be achieved.
You should not place undue reliance on such statements.Important factors that could cause actual results to differmaterially from such plans, estimates or expectations include,among others, (i) any conditions imposed in connection with thetransaction, (ii) approval of the transaction by Clearwirestockholders, (iii) the satisfaction of various other conditions tothe closing of the transaction contemplated by the MergerAgreement, (iv) legal proceedings that may be initiated related tothe transaction, and (v) 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. None of Sprint, Clearwire or Collie Acquisition Corp.undertakes any obligation to update any forward-looking statementto reflect events or circumstances after the date on which thestatement is made or to reflect the occurrence of unanticipatedevents. Readers are cautioned not to place undue reliance on any ofthese forward-looking statements.Additional Information and Where to Find It In connection with the transaction, Sprint and Clearwire havefiled a Rule 13e-3 Transaction Statement and Clearwire has filed adefinitive proxy statement with the SEC. The definitive proxystatement has been mailed to the Clearwire's stockholders.INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVEPROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY CONTAINIMPORTANT INFORMATION ABOUT CLEARWIRE AND THE TRANSACTION.Investors and security holders may obtain free copies of thesedocuments and other documents filed with the SEC at the SEC's website at www.sec.gov. In addition,the documents filed by Clearwire with the SEC may be obtained freeof charge by contacting Clearwire at Clearwire, Attn: InvestorRelations, (425) 505-6494. Clearwire's filings with the SEC are alsoavailable 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's officers and directors is set forthin Sprint's Annual Report on Form 10-K for the year ended December31, 2012, which was filed with the SEC on February 28, 2013.Investors and security holders may obtain more detailed informationregarding the direct and indirect interests of the participants inthe solicitation of proxies in connection with the transaction byreading the definitive proxy statements regarding the transaction,which was filed by Clearwire with the SEC.Permission to use quotation was neither sought norobtained.
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 Joele Frank, Wilkinson Brimmer Katcher for Clearwire Joele Frank or Andy Brimmer, (212) 355-4449 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