db
12 년 전
-- Increased Offer to $5.00 Per Share Represents Significant Premium to
Unaffected Clearwire Trading Price and DISH Network Tender Offer
-- Group of Significant Minority Stockholders Agree to Vote in Favor of
Sprint Transaction
-- Offer Provides Clearwire Stockholders with Certain and Attractive Value
OVERLAND PARK, Kan. & BELLEVUE, Wash.--(BUSINESS WIRE)-- Sprint (NYSE:S) and Clearwire (NASDAQ:CLWR) today announced that they have agreed to amend Sprint's agreement to acquire the approximately 50 percent of Clearwire it does not currently own (the "minority stake") for $5.00 per share, valuing Clearwire at approximately $14 billion, or about $0.30 per MHZ-pop. This increased offer represents a 47 percent premium to Sprint's previous offer of $3.40 per share announced on May 21, 2012 and a 285 percent premium to Clearwire's closing share price on Oct. 10, 2012, the day before the Sprint-SoftBank discussions were first confirmed in the marketplace and Clearwire was speculated to be a part of that transaction. This offer also represents a 14 percent premium to the $4.40 per share DISH tender offer.
Sprint has received commitments from a group of significant Clearwire stockholders, including Mount Kellett Capital Management LP, Glenview Capital Management LLC, Chesapeake Partners Management Co., Inc. and Highside Capital Management LP, which collectively own approximately 9 percent of Clearwire's voting shares, to vote their shares in support of the transaction. These stockholders have also agreed to sell their shares to Sprint in the event the transaction does not close.
Together with the voting commitments previously received from Comcast Corp., Intel Corp and Bright House Networks LLC, who collectively own approximately 13 percent of Clearwire's voting shares, and Clearwire's directors and officers, stockholders owning approximately 45 percent of the Clearwire voting shares not affiliated with Sprint, have now agreed to vote their shares in support of the transaction. Sprint expects a majority of the non-Sprint stockholders to support the Clearwire merger based on these agreements and the votes of shareholders with both Sprint and Clearwire shareholdings who have already voted in favor of the Sprint SoftBank transaction.
In addition to the increased price per share, the companies have further amended the merger agreement that was previously entered into. Specifically, among other things, in certain circumstances where the transaction between Sprint and Clearwire terminates, Clearwire will be required to pay a termination fee of $115 million, or 3 percent of the equity value of the minority stake. In the event the transaction is not completed, Clearwire has agreed to hold its annual shareholder meeting as expeditiously as possible and if the transaction is not completed under certain circumstances, Clearwire has agreed to waive the current standstill provision in the Equityholders' Agreement between Sprint, Clearwire, and the company's strategic investors. That standstill provision was originally set to expire on November 28, 2013.
The revised offer demonstrates Sprint's commitment to closing the Clearwire transaction and improving its competitive position in the U.S. wireless industry. Sprint is uniquely positioned to leverage Clearwire's 2.5 GHz spectrum assets. Sprint's Network Vision architecture should allow for better strategic alignment and the full utilization and integration of Clearwire's complementary 2.5 GHz spectrum assets, while achieving operational efficiencies and improved service for customers as the spectrum and network is migrated to 4G LTE standards.
Sprint's proposal provides a clear path forward for Clearwire and the merger provides attractive value for shareholders of both companies.
The transaction is subject to customary closing conditions, including regulatory approvals and the approval of Clearwire's stockholders, including the approval of a majority of Clearwire stockholders not affiliated with Sprint or SoftBank. The closing of the transaction is also contingent on the consummation of Sprint's previously announced transaction with SoftBank. SoftBank has consented to the amendment.
About Sprint Nextel
Sprint Nextel offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users. Sprint Nextel served more than 55 million customers at the end of the first quarter of 2013 and is widely recognized for developing, engineering and deploying innovative technologies, including the first wireless 4G service from a national carrier in the United States; offering industry-leading mobile data services, leading prepaid brands including Virgin Mobile USA, Boost Mobile, and Assurance Wireless; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. The American Customer Satisfaction Index rated Sprint No. 1 among all national carriers in customer satisfaction and most improved, across all 47 industries, during the last four years. Newsweek ranked Sprint No. 3 in both its 2011 and 2012 Green Rankings, listing it as one of the nation's greenest companies, the highest of any telecommunications company. You can learn more and visit Sprint at www.sprint.com or www.facebook.com/sprint and www.twitter.com/sprint.
About Clearwire
Clearwire Corporation (Nasdaq:CLWR), through its operating subsidiaries, is a leading provider of 4G wireless broadband services offering services in areas of the U.S. where more than 130 million people live. The company holds the deepest portfolio of wireless spectrum available for data services in the U.S. Clearwire serves retail customers through its own CLEAR(R) brand as well as through wholesale relationships with some of the leading companies in the retail, technology and telecommunications industries, including Sprint and NetZero. The company is constructing a next-generation 4G LTE Advanced-ready network to address the capacity needs of the market, and is also working closely with the Global TDD-LTE Initiative to further the TDD-LTE ecosystem. Clearwire is headquartered in Bellevue, Wash. Additional information is available at http://www.clearwire.com.
Cautionary Statement Regarding Forward-Looking Statements
This document includes "forward-looking statements" within the meaning of the securities laws. The words "may," "could," "should," "estimate," "project," "forecast," intend," "expect," "anticipate," "believe," "target," "plan," "providing guidance" and similar expressions are intended to identify information that is not historical in nature. This document contains forward-looking statements relating to the proposed Merger between Sprint and Clearwire pursuant to the Merger Agreement and the related transactions (collectively, the "transaction"). All statements, other than historical facts, including statements regarding the expected timing of the closing of the transaction; the ability of the parties to complete the transaction considering the various closing conditions; the expected benefits and synergies of the transaction; the competitive ability and position of Sprint and Clearwire; and any assumptions underlying any of the foregoing, are forward-looking statements. Such statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. The inclusion of such statements should 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 differ materially from such plans, estimates or expectations include, among others, (i) any conditions imposed in connection with the transaction, (ii) approval of the transaction by Clearwire stockholders, (iii) the satisfaction of various other conditions to the closing of the transaction contemplated by the Merger Agreement, (iv) legal proceedings that may be initiated related to the transaction, and (v) other factors discussed in Clearwire's and Sprint's Annual Reports on Form 10-K for their respective fiscal years ended December 31, 2012, their other respective filings with the U.S. Securities and Exchange Commission (the "SEC") and the proxy statement and other materials that have been or will be filed with the SEC by Clearwire in connection with the transaction. There can be no assurance that the transaction will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the transaction will be realized. None of Sprint, Clearwire or Collie Acquisition Corp. undertakes any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
Additional Information and Where to Find It
In connection with the transaction, Sprint and Clearwire have filed a Rule 13e-3 Transaction Statement and Clearwire has filed a definitive proxy statement with the SEC. The definitive proxy statement has been mailed to the Clearwire's stockholders. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CLEARWIRE AND THE TRANSACTION. Investors and security holders may obtain free copies of these documents and other documents 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 be obtained free of charge by contacting Clearwire at Clearwire, Attn: Investor Relations, (425) 505-6494. Clearwire's filings with the SEC are also available on its website at www.clearwire.com.
Participants in the Solicitation
Clearwire and its officers and directors and Sprint and its officers and directors may be deemed to be participants in the solicitation of proxies from Clearwire stockholders with respect to the transaction. Information about Clearwire officers and directors and their ownership of Clearwire common shares is set forth in the definitive proxy statement for Clearwire's Special Meeting of Stockholders, which was filed with the SEC on April 23, 2013. Information about Sprint's officers and directors is set forth in Sprint's Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the SEC on February 28, 2013. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the transaction by reading the definitive proxy statements regarding the transaction, which was filed by Clearwire with the SEC.
CONTACT: Media Contacts:
Sprint
Doug Duvall, 571-287-8153
douglas.duvall@sprint.com
or
John Taylor, 703-592-8530
john.b.taylor@sprint.com
or
Clearwire
Susan Johnston, 425-505-6178
susan.johnston@clearwire.com
or
Investor Contacts:
Sprint
Brad Hampton, 800-259-3755
investor.relations@sprint.com
or
Clearwire
Alice Ryder, 425-505-6494
alice.ryder@clearwire.com
Source: Sprint and Clearwire Corporation
Media Contacts:
Sprint
Doug Duvall, 571-287-8153
douglas.duvall@sprint.com
or
John Taylor, 703-592-8530
john.b.taylor@sprint.com
or
Clearwire
Susan Johnston, 425-505-6178
susan.johnston@clearwire.com
or
Investor Contacts:
Sprint
Brad Hampton, 800-259-3755
investor.relations@sprint.com
or
Clearwire
Alice Ryder, 425-505-6494
alice.ryder@clearwire.com
crowbar24382
12 년 전
New insider filings for CLWR: Clearwire Corp /DE
Director: BLESSING WILLIAM R
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 151,703 shares/units after transaction. Holdings increased 55.07%.
Director: CHATTERLEY BRUCE
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 141,703 shares/units after transaction. Holdings increased 61.34%.
Director: CINALI MUFIT
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 141,703 shares/units after transaction. Holdings increased 61.34%.
Senior Officer (Chief Financial Officer): Cochran Hope F
Acquired 353,536 Class A Common Stock on Mar 1, 13. Direct holding 1,164,286 shares/units after transaction. Holdings increased 43.61%.
Acquired 244,735 Class A Common Stock on Mar 1, 13. Direct holding 1,409,021 shares/units after transaction. Holdings increased 21.02%.
Director: COLLAZO JOSE A
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 238,593 shares/units after transaction. Holdings increased 29.16%.
Senior Officer (SVP and GM of Retail): Draper Dow
Acquired 286,196 Class A Common Stock on Mar 1, 13. Direct holding 770,136 shares/units after transaction. Holdings increased 59.14%.
Acquired 180,331 Class A Common Stock on Mar 1, 13. Direct holding 950,467 shares/units after transaction. Holdings increased 23.42%.
Senior Officer (Chief Accounting Officer): EDNIE STEVE
Acquired 138,048 Class A Common Stock on Mar 1, 13. Direct holding 459,232 shares/units after transaction. Holdings increased 42.98%.
Acquired 103,046 Class A Common Stock on Mar 1, 13. Direct holding 562,278 shares/units after transaction. Holdings increased 22.44%.
Director: ESLAMBOLCHI HOSSEIN
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 141,703 shares/units after transaction. Holdings increased 61.34%.
Director: Hersch Dennis S
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 180,593 shares/units after transaction. Holdings increased 42.51%.
Senior Officer (SVP, General Counsel): Hodder Broady R
Acquired 232,324 Class A Common Stock on Mar 1, 13. Direct holding 835,774 shares/units after transaction. Holdings increased 38.50%.
Acquired 167,450 Class A Common Stock on Mar 1, 13. Direct holding 1,003,224 shares/units after transaction. Holdings increased 20.04%.
Director: MCANDREWS BRIAN P
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 180,593 shares/units after transaction. Holdings increased 42.51%.
First-Class Insider (President and CEO): PRUSCH ERIK
Acquired 1,430,976 Class A Common Stock on Mar 1, 13. Direct holding 3,664,264 shares/units after transaction. Holdings increased 64.07%.
Acquired 901,654 Class A Common Stock on Mar 1, 13. Direct holding 4,565,918 shares/units after transaction. Holdings increased 24.61%.
Director: RAE KATHLEEN H.
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 192,986 shares/units after transaction. Holdings increased 38.73%.
Senior Officer (SVP & Chief Technology Officer): SAW JOHN
Acquired 387,206 Class A Common Stock on Mar 1, 13. Direct holding 1,168,433 shares/units after transaction. Holdings increased 49.56%.
Acquired 296,258 Class A Common Stock on Mar 1, 13. Direct holding 1,464,691 shares/units after transaction. Holdings increased 25.36%.
Director: SCHELL THEODORE
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 200,593 shares/units after transaction. Holdings increased 36.72%.
Director: STANTON JOHN W
Acquired 63,974 Class A Common Stock on Mar 1, 13. Direct holding 3,896,246 shares/units after transaction. Holdings increased 1.67%.
Senior Officer (SVP Wholesale & SP): Stroberg Don
Acquired 235,691 Class A Common Stock on Mar 1, 13. Direct holding 687,598 shares/units after transaction. Holdings increased 52.15%.
Acquired 180,331 Class A Common Stock on Mar 1, 13. Direct holding 867,929 shares/units after transaction. Holdings increased 26.23%.
Director: VOGEL JENNIFER L
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 141,703 shares/units after transaction. Holdings increased 61.34%.
Disclaimer:
Pennystocksinsiders.com focuses on tracking and monitoring insider trading activities in the US stocks market. "Insider Trading" means trading activities created by company directors, senior officers, individual substantial shareholders, and institutional shareholders. pennystocksinsiders.com does not represent, warrant, nor endorse the accuracy, reliability, completeness or timeliness of any of the information, content, views, opinions, recommendations or advertisements (collectively, the "Materials") contained on, distributed through, or linked, downloaded or accessed from any of the services contained on the website (the "Service"), nor the quality of any products, information or other materials displayed, purchased, or obtained by you as a result of an advertisement or any other information or offer in or in connection with the Service (the "Products"). pennystocksinsiders.com collects insider trading information from different public sources such as newspapers, financia l information websites, and government statistics publications. You hereby acknowledge that any reliance upon any Materials shall be at your sole risk. In particular, none of the Materials is provided on the pennystocksinsiders.com website or emails with a view to inviting, inducing or encouraging any person to make any kind of investment decision. Securities or other investments referred to in the Materials may not be suitable for you and you should not make any kind of investment decision in relation to them without first obtaining independent investment advice from a person authorized to give it.
crowbar24382
12 년 전
New insider filings for CLWR: Clearwire Corp /DE
Director: BLESSING WILLIAM R
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 151,703 shares/units after transaction. Holdings increased 55.07%.
Director: CHATTERLEY BRUCE
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 141,703 shares/units after transaction. Holdings increased 61.34%.
Director: CINALI MUFIT
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 141,703 shares/units after transaction. Holdings increased 61.34%.
Senior Officer (Chief Financial Officer): Cochran Hope F
Acquired 353,536 Class A Common Stock on Mar 1, 13. Direct holding 1,164,286 shares/units after transaction. Holdings increased 43.61%.
Acquired 244,735 Class A Common Stock on Mar 1, 13. Direct holding 1,409,021 shares/units after transaction. Holdings increased 21.02%.
Director: COLLAZO JOSE A
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 238,593 shares/units after transaction. Holdings increased 29.16%.
Senior Officer (SVP and GM of Retail): Draper Dow
Acquired 286,196 Class A Common Stock on Mar 1, 13. Direct holding 770,136 shares/units after transaction. Holdings increased 59.14%.
Acquired 180,331 Class A Common Stock on Mar 1, 13. Direct holding 950,467 shares/units after transaction. Holdings increased 23.42%.
Senior Officer (Chief Accounting Officer): EDNIE STEVE
Acquired 138,048 Class A Common Stock on Mar 1, 13. Direct holding 459,232 shares/units after transaction. Holdings increased 42.98%.
Acquired 103,046 Class A Common Stock on Mar 1, 13. Direct holding 562,278 shares/units after transaction. Holdings increased 22.44%.
Director: ESLAMBOLCHI HOSSEIN
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 141,703 shares/units after transaction. Holdings increased 61.34%.
Director: Hersch Dennis S
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 180,593 shares/units after transaction. Holdings increased 42.51%.
Senior Officer (SVP, General Counsel): Hodder Broady R
Acquired 232,324 Class A Common Stock on Mar 1, 13. Direct holding 835,774 shares/units after transaction. Holdings increased 38.50%.
Acquired 167,450 Class A Common Stock on Mar 1, 13. Direct holding 1,003,224 shares/units after transaction. Holdings increased 20.04%.
Director: MCANDREWS BRIAN P
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 180,593 shares/units after transaction. Holdings increased 42.51%.
First-Class Insider (President and CEO): PRUSCH ERIK
Acquired 1,430,976 Class A Common Stock on Mar 1, 13. Direct holding 3,664,264 shares/units after transaction. Holdings increased 64.07%.
Acquired 901,654 Class A Common Stock on Mar 1, 13. Direct holding 4,565,918 shares/units after transaction. Holdings increased 24.61%.
Director: RAE KATHLEEN H.
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 192,986 shares/units after transaction. Holdings increased 38.73%.
Senior Officer (SVP & Chief Technology Officer): SAW JOHN
Acquired 387,206 Class A Common Stock on Mar 1, 13. Direct holding 1,168,433 shares/units after transaction. Holdings increased 49.56%.
Acquired 296,258 Class A Common Stock on Mar 1, 13. Direct holding 1,464,691 shares/units after transaction. Holdings increased 25.36%.
Director: SCHELL THEODORE
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 200,593 shares/units after transaction. Holdings increased 36.72%.
Director: STANTON JOHN W
Acquired 63,974 Class A Common Stock on Mar 1, 13. Direct holding 3,896,246 shares/units after transaction. Holdings increased 1.67%.
Senior Officer (SVP Wholesale & SP): Stroberg Don
Acquired 235,691 Class A Common Stock on Mar 1, 13. Direct holding 687,598 shares/units after transaction. Holdings increased 52.15%.
Acquired 180,331 Class A Common Stock on Mar 1, 13. Direct holding 867,929 shares/units after transaction. Holdings increased 26.23%.
Director: VOGEL JENNIFER L
Acquired 53,873 Class A Common Stock on Mar 1, 13. Direct holding 141,703 shares/units after transaction. Holdings increased 61.34%.
Disclaimer:
Pennystocksinsiders.com focuses on tracking and monitoring insider trading activities in the US stocks market. "Insider Trading" means trading activities created by company directors, senior officers, individual substantial shareholders, and institutional shareholders. pennystocksinsiders.com does not represent, warrant, nor endorse the accuracy, reliability, completeness or timeliness of any of the information, content, views, opinions, recommendations or advertisements (collectively, the "Materials") contained on, distributed through, or linked, downloaded or accessed from any of the services contained on the website (the "Service"), nor the quality of any products, information or other materials displayed, purchased, or obtained by you as a result of an advertisement or any other information or offer in or in connection with the Service (the "Products"). pennystocksinsiders.com collects insider trading information from different public sources such as newspapers, financia l information websites, and government statistics publications. You hereby acknowledge that any reliance upon any Materials shall be at your sole risk. In particular, none of the Materials is provided on the pennystocksinsiders.com website or emails with a view to inviting, inducing or encouraging any person to make any kind of investment decision. Securities or other investments referred to in the Materials may not be suitable for you and you should not make any kind of investment decision in relation to them without first obtaining independent investment advice from a person authorized to give it.
thecrusher2011
12 년 전
It looks like Sprint did not have to give a counter offer afterall to the Dish offer of $3.30.
"In the Merger, each issued and outstanding share of Class A common stock of Clearwire, par value $0.0001 per share (the “Class A Common Stock”) (other than any shares held by Sprint, SOFTBANK CORP., any of their respective affiliates and any stockholders who properly exercise their appraisal rights under Delaware law) will automatically be converted into the right to receive $2.97 per share in cash, without interest, less any applicable withholding taxes (the “Merger Consideration”)"
http://www.sec.gov/Archives/edgar/data/101830/000119312513033783/d476164dsc13e3.htm
Sprint Issues Statement on Clearwire’s Proxy Filing
OVERLAND PARK, Kan. – Feb. 1, 2013 – Today Clearwire (NASDAQ: CLWR) filed a preliminary proxy statement in connection with its definitive agreement with Sprint (NYSE: S) for Sprint to acquire the approximately 50 percent stake in Clearwire that it does not already own. In response, Sprint issued the following statement:
“Today’s filing speaks for itself. After a rigorous and extensive two-year process, Clearwire pursued numerous strategic opportunities, including discussing the sale of spectrum with no fewer than 10 parties and a series of ongoing conversations with DISH that date back to 2010. Clearwire’s proxy makes very clear that Sprint’s definitive agreement to acquire Clearwire provides both the best value for shareholders and stability amid an uncertain future. We continue to believe that the DISH proposal is illusory and conditioned on many things, including the receipt of governance rights, a spectrum sale and a commercial agreement which are not actionable under our merger agreement and other agreements between Clearwire and Sprint. We are pleased the Clearwire Board continues to recommend approval of our transaction and look forward to closing our merger and delivering even greater wireless service to the American consumer.”
About Sprint Nextel
Sprint Nextel offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users. Sprint Nextel served nearly 56 million customers at the end of the third quarter of 2012 and is widely recognized for developing, engineering and deploying innovative technologies, including the first wireless 4G service from a national carrier in the United States; offering industry-leading mobile data services, leading prepaid brands including Virgin Mobile USA, Boost Mobile, and Assurance Wireless; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. The American Customer Satisfaction Index rated Sprint No. 1 among all national carriers in customer satisfaction and most improved, across all 47 industries, during the last four years. Newsweek ranked Sprint No. 3 in both its 2011 and 2012 Green Rankings, listing it as one of the nation’s greenest companies, the highest of any telecommunications company. You can learn more and visit Sprint at www.sprint.com or www.facebook.com/sprint and www.twitter.com/sprint
http://www.sec.gov/Archives/edgar/data/101830/000119312513034751/d477775ddfan14a.htm
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