Crest Financial Limited

 

Crest Supplements its Proxy Statement Opposing Sprint-Clearwire Merger

On June 17, 2013, Crest Financial Limited filed a supplement to its definitive proxy statement with the Securities and Exchange Commission.  Crest continues to urge Clearwire stockholders to reject the proposed merger with Sprint Nextel Corporation.

Crest Proxy Supplement (June 17, 2013)

Following SoftBank Corp.’s Increased Bid for Sprint, Crest Financial Demands that Clearwire Board Allow Clearwire Stockholders to Reject the Sprint Merger and Open the Company to a Competitive Bidding ProcessSends Letter to Clearwire Board Urging it to Reconstitute the Board’s Special Committee, Fully Consider DISH’s “Superior” Offer, Allow Stockholders to Reject the Sprint-Clearwire Merger, and Terminate the “Oppressive” Sprint Merger Agreement

On June 11, 2013, Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), sent a letter to Clearwire’s Board of Directors reiterating its view that DISH Network Corporation’s tender offer for all outstanding shares of Clearwire for $4.40 per share “is both actionable and superior in every way to Sprint Nextel Corporation’s current offer of $3.40 per share.”  Crest noted that SoftBank Corp.’s increased bid for Sprint confirms that SoftBank’s desire for Clearwire’s spectrum “has only increased.”  Thus, Crest urged the Clearwire Board to pursue a “direct, competitive bidding process for the Company.”  In order to pursue that process, Crest demanded that the Clearwire Board “reconstitute the Special Committee with truly independent directors, fully consider DISH’s tender offer to the stockholders of Clearwire, and free the Company from Sprint’s oppressive grip by terminating the merger agreement following stockholders’ rejection of the Sprint-Clearwire merger on Thursday.

Crest Letter to Clearwire Board (June 11, 2013)
Press Release

Crest Financial Criticizes Sprint Letter to Clearwire Board as a Further Breach of Fiduciary Duties and Urges Clearwire Board to Fully Consider Tender Offer From DISH; Sends Letter to Clearwire Board Refuting Sprint’s Letter and Calling on Clearwire Board to Resist “Sprint’s Latest Outrage”

On June 6, 2013, Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), sent a letter to Clearwire’s Board of Directors criticizing Sprint Nextel Corporation’s objections to DISH Network Corporation’s $4.40 per share tender offer for all outstanding Clearwire shares. Crest agreed with DISH’s responses to Sprint’s letter, which it says was “fraught with unfounded assertions.” Crest again urged the Clearwire Board to appoint a new Special Committee with new directors to fully consider DISH’s tender offer and pursue a competitive bidding process to “unlock the Company’s true value for Clearwire’s stockholders.”

Crest Letter to Clearwire Board (June 6, 2013)
Press Release

Crest Financial Demands That Sprint Allow Clearwire to Pursue a Competitive Bidding Process; Sends Letter to Sprint Board Demanding that Sprint Not “Interfere with the Clearwire Board of Directors’ Full Consideration of DISH’s Tender Offer” and Allow “a Truly Fair and Competitive Bidding Process” to Take Place

On June 3, 2013, Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), sent a letter to Sprint Nextel Corporation’s Board of Directors stating that DISH Network Corporation’s competing tender offer for Clearwire confirms that “Clearwire is the ultimate prize” in the bidding war over Sprint, and that Clearwire “is worth much more than what Sprint has offered.” Crest demanded that Sprint “permit Clearwire to give full consideration to DISH’s bid and to repurchase the notes issued to Sprint under [Sprint’s] unfair Note Purchase Agreement, without converting those notes at their dilutive exchange ratio.”

Crest Letter to Sprint Board (June 3, 2013)
Press Release

Crest Financial Demands That Clearwire Board Reconstitute Special Committee and Ensure a Fair and Transparent Bidding Process for Clearwire; Sends Letter to Clearwire Board Demanding an “Open, Competitive Bidding Process” and Describing the Course of Events That Will Take Place as That Bidding Process Unfolds

On June 3, 2013, Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), again urged the Clearwire Board of Directors to give genuine consideration to DISH Network Corporation’s $4.40 per share tender offer and to pursue an “open, competitive bidding process” for Clearwire. Crest also described the options Sprint faces now that the competitive bidding over Clearwire has begun, and it demanded that the Clearwire Board form a new Special Committee with new independent directors to ensure a “fair and transparent” bidding process.

Crest Letter to Clearwire Board (June 3, 2013)
Press Release

Crest Financial Protests Clearwire’s Delay of Vote on Sprint-Clearwire Merger, Renews Call for Immediate Stockholder Vote, Termination of Sprint Merger Agreement, and Reconstituted Special Committee to Consider DISH Offer; Demands that the Clearwire Board Close the Polls and Finalize the Vote

On May 31, 2013, Crest Financial Limited protested the Clearwire Board of Directors’ decision to adjourn for a second time the Clearwire stockholder meeting and delay to June 13th the stockholder vote on the proposed Sprint-Clearwire Merger.  Crest views this adjournment as a naked attempt to interfere with the stockholder franchise and urged the Clearwire Board to close the polls, finalize the vote at the special meeting and reconstitute the Special Committee of the Clearwire Board with new and truly independent directors who can consider the DISH tender offer.

Press Release

Crest Financial Urges Clearwire Board to Recommend AGAINST Sprint Merger, Open Competitive Bidding for Clearwire, and Reconstitute Special Committee; Sends letter to Clearwire Board calling DISH’s offer “clearly superior” to Sprint’s and urging the Clearwire Board to pursue a competitive bidding process

On May 30, 2013, Crest Financial Limited urged the Clearwire Board of Directors to reverse its recommendation on the Sprint-Clearwire merger following DISH Network Corporation’s $4.40 per share tender offer announced last night and to pursue an “open and competitive bidding process” for Clearwire.  Crest also urged the Board immediately to “reconstitute the Special Committee with newly appointed, truly independent directors and empower the Special Committee with the full authority of the Board to evaluate the DISH offer and any other offer for the Company that may be made after the Board conducts a fair and transparent process.”

Crest Letter to Clearwire Board (May 30, 2013)
Press Release

Crest Financial Commends Glass Lewis for Recommending a Vote Against the Sprint-Clearwire Merger

On May 28, 2013, Crest Financial Limited issued a press release commending the proxy advisory firm Glass Lewis & Co. for recommending a vote against the proposed merger of Clearwire and Sprint Nextel Corporation.  Crest also announced its belief that Clearwire and Sprint are significantly overestimating the implicit value of Clearwire spectrum assets reflected in Sprint’s latest offer.

Press Release

Crest Financial Sends Letter to FCC Objecting to SoftBank’s Pre-Merger Coordination with Sprint

On May 28, 2013, Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), sent a letter to the Federal Communications Commission urging the Commission to investigate the “gun-jumping” implications of SoftBank’s and Sprint’s “apparent indifference to the Commission’s public interest inquiry.”  Although the FCC’s review is ongoing and SoftBank is in a bidding war with DISH Network for control of Sprint, “SoftBank has been directing and manipulating Sprint’s critical business decisions as if its merger with Sprint were already approved,” Crest wrote.

Crest Notice of Ex Parte (May 28, 2013)
Press Release

Crest Financial Urges “True Minority” of Clearwire Stockholders to Oppose New Sprint Offer and Preserve Rights to Seek Fair Treatment in Court

On May 28, 2013, Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), urged Clearwire’s “true minority stockholders” to oppose Sprint’s new offer and to take the steps necessary to preserve their rights.

Crest Letter to Shareholders (May 28, 2013)
Press Release

Crest Supplements its Proxy Statement Opposing Revised Terms for Sprint-Clearwire Merger

On May 23, 2013, Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR) with approximately 8.25% of the Class A common stock of Clearwire, filed a supplement to its definitive proxy statement with the Securities and Exchange Commission. Crest continues to urge Clearwire stockholders to reject the proposed merger with Sprint Nextel Corporation

Crest Proxy Supplement (May 23, 2013)
Press Release

Crest Financial Protests Clearwire’s Delay of Vote on Sprint-Clearwire Merger and Urges Clearwire Board and Stockholders to Reject Sprint’s New Offer

On May 21, 2013, Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), protested today’s decision of the Clearwire Board of Directors to adjourn the Clearwire special meeting to consider Sprint’s increased offer price of $3.40 per share.

Crest Letter to Clearwire Shareholders (May 21, 2013)
Crest Letter to Clearwire Board (May 21, 2013)
Press Release

Crest Financial Urges Clearwire Stockholders to Focus on Battle for Control of Sprint

On May 20, 2013, Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation, sent separate letters to Clearwire stockholders and John W. Stanton, Chairman of the Clearwire Board, emphasizing that the contest for control of Sprint should be resolved before any definitive action on Clearwire.  The focus of the stockholders’ attention should not be on what happens at the Clearwire special meeting on May 21 but rather on what will ultimately happen with the contest for Sprint in June.

Crest Letter to Clearwire Shareholders (May 20, 2013)
Crest Letter to Clearwire Board (May 20, 2013)
Press Release

Crest Financial Offers Positive Scenarios If Stockholders Block Sprint-Clearwire Merger; Urges Clearwire Stockholders to Vote Against Sprint-Clearwire Combination

On  May 17, 2013, Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), sent a letter to Clearwire stockholders explaining the many ways that Clearwire could improve its financial position if they reject the proposed merger with Sprint Nextel Corporation.  In particular, the letter explains “there are several scenarios that can be imagined in which direct bidding for Clearwire could occur.”

Crest Letter to Clearwire Shareholders (May 17, 2013)

Crest Financial Issues Letter Urging Clearwire Shareholders to Reject Sprint Merger

On May 15, 2013, Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation, sent a letter to Clearwire stockholders detailing why it is asking Clearwire stockholders to reject the proposed merger with Sprint Nextel Corporation.

Crest Letter to Clearwire Shareholders (May 15, 2013)
Press Release

Crest Financial Issues Presentation Urging Clearwire Stockholders to Vote Against Sprint-Clearwire Merger

On May 8, 2013, Crest Financial filed a 40-page presentation with the SEC detailing its reasons for asking Clearwire stockholders to reject the proposed merger with Sprint Nextel Corporation.  This presentation elaborates on Crest’s long-held contentions that the price Sprint is offering to pay Clearwire stockholders for their shares is highly inadequate and that the Clearwire Board entered into an unfair Merger Agreement with Sprint, is plagued by weak corporate governance, is under undue influence of Sprint and has failed to protect non-Sprint stockholders.

Crest Financial Presentation to Shareholders (May 8, 2013)
Press Release

Crest Financial Names John Quinn to Lead Trial, Mails Proxies to Block Sprint-Clearwire Merger; Urges Holders to Vote AGAINST the Proposed Merger by Voting the GOLD Proxy Card

On May 6, 2013, Crest Financial Limited formally began its campaign to persuade Clearwire stockholders to reject the proposed merger with Sprint Nextel Corporation by mailing its proxy statement to the Clearwire stockholders. The proxy statement was cleared by the Securities and Exchange Commission on Friday, May 3.  Crest also announced that an experienced team of trial lawyers from Quinn Emanuel Urquhart & Sullivan LLP, the largest U.S. law firm devoted solely to business litigation, will prosecute Crest’s claims against Sprint and Clearwire in Delaware’s Chancery Court.

Crest Letter to Clearwire Shareholders (May 6, 2013)
Crest Definitive Proxy Statement (May 6, 2013)
Press Release

Crest Financial Ltd. Files Revised Preliminary Proxy Statement to Oppose Sprint-Clearwire Merger

On April 24, April 30, and May 2, 2013, Crest Financial Limited filed with the Securities and Exchange Commission revised preliminary proxy statements urging Clearwire stockholders to reject the proposed merger with Sprint Nextel Corporation.

Crest Revised Preliminary Proxy Statement (April 24, 2013)
Crest Revised Preliminary Proxy Statement (April 30, 2013)
Crest Revised Preliminary Proxy Statement (May 2, 2013)

Crest Financial Ltd. Urges Clearwire to Shun Sprint’s “Coercive” Terms 

On April 23, 2013, Crest Financial Limited wrote a letter to Clearwire’s board detailing in stark terms the damage that Crest believes Clearwire is doing to itself and its stockholders by refusing financing and spectrum-purchase offers from companies other than Sprint Nextel Corporation.

Crest Letter to Clearwire Board (April 23, 2013)
Press Release

Crest Financial Ltd. Files Proxy Statement to Oppose Sprint-Clearwire Merger

On April 10, 2013, Crest Financial Limited filed with the Securities and Exchange Commission a preliminary proxy statement urging Clearwire stockholders to reject the proposed merger with Sprint Nextel Corporation.

Crest Preliminary Proxy Statement (April 10, 2013)
Press Release

New Report by Former FCC Commissioner Refutes Sprint Study on Value of Clearwire

On April 8, 2013, Crest filed a study with the FCC and the Securities and Exchange Commission.  The new study by Harold Furchtgott-Roth, a former commissioner of the Federal Communications Commission, disputes the conclusions of a study commissioned by Sprint Nextel Corporation and a separate institutional equity research report published by DA Davidson about the value of Clearwire Corporation.

Supplemental Report of Harold Furchtgott-Roth (April 8, 2013)
Press Release

Crest Proposes Debt Financing to Clearwire As Alternative to Sprint Financing

On April 3, 2013, Crest Financial Limited proposed to provide Clearwire $240 million in financing through a convertible debt facility.

Crest Letter to Clearwire Board (April 3, 2013)
Press Release

Crest Financial Ltd. Makes Demand for Clearwire’s Shareholders List and Hires Proxy Solicitation Firm D.F. King & Co.

On March 20, 2013, Crest Financial announced that it had hired D.F. King & Co. to help it oppose the proposed acquisition of Clearwire Corporation by Sprint Nextel and that it had demanded that Clearwire make available the company’s list of shareholders.

Crest Letter to Clearwire (March 19, 2013)
Press Release

Crest Financial Ltd. files Petition to Deny with the FCC

On January 28, 2013, Crest Financial Limited formally asked the Federal Communications Commission to block the proposed mergers between Softbank and Sprint and between Sprint and Clearwire.

Petition to Deny (January 28, 2013)
Press Release
Reply in Support of Petition to Deny with Report of Information Age Economics (February 25, 2013)
Press Release
Report of Harold Furchtgott-Roth (March 12, 2013)
Press Release

Crest Financial Ltd. files Petition for Reconsideration with the FCC

On January 4, 2013, Crest Financial Limited formally asked the Federal Communications Commission to reconsider its use of pro forma procedures to approve the purchase by Sprint of the Clearwire shares previously held by Eagle River Investments, LLC.

Petition for Reconsideration (January 4, 2013)
Reply in Support of Petition for Reconsideration (January 22, 2013)
Supplemental Letter in Support of Petition for Reconsideration (April 19, 2013)
Press Release

Crest Financial Sends Letter to Mount Kellett about Clearwire and Sprint

On November 6, 2012, Crest Financial sent a letter to Mount Kellett Capital Management LP stating that Crest believes that the Softbank-Sprint merger may not be in the Company’s best interest.

Crest Letter to Mount Kellett (November 6, 2012)
Press Release

Crest Financial Ltd. v. Sprint Nextel Corp.

On December 21, 2012, Crest Financial Limited, a Texas-based investment company and a substantial minority shareholder in Clearwire Corporation,  filed a second amended complaint in the Delaware Court of Chancery against Sprint Nextel Corporation, Sprint Holdco LLC, Eagle River Investments LLC, Clearwire, and the members of the board of directors of Clearwire.  The lawsuit alleges that the Sprint, Eagle River, and the board of director defendants breached their fiduciary duties by allowing Sprint to extract for itself the value of Clearwire’s high-speed, broadband spectrum to the detriment of Clearwire’s minority shareholders, and that the Clearwire defendants abetted that breach of duty.

Crest Financial separately requested expedited consideration of its complaint by May 2013. Crest Financial is seeking injunctive relief against Sprint’s transaction with Softbank and against Sprint’s interference with Clearwire’s previously announced plans to raise funds and build out Clearwire’s network. The lawsuit also seeks compensatory damages.

Reply in Support of Expedition
Second Amended Complaint
Press Release
Amended Complaint
Press Release
Motion to Expedite
Complaint
Press Release

 

LEGAL NOTICE

In connection with the proposed merger of Clearwire Corporation (“Clearwire”) with Sprint Nextel Corporation (the “Proposed Sprint Merger”), Crest and other persons (the “Participants”) have filed a supplement to its definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”). The definitive proxy statement and the supplement have been mailed to the stockholders of Clearwire. SECURITYHOLDERS OF CLEARWIRE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND THE SUPPLEMENT, WHICH ARE AVAILABLE NOW, AND THE PARTICIPANTS’ OTHER PROXY MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS, CLEARWIRE AND THE PROPOSED SPRINT MERGER. The definitive proxy statement, the supplement and all other proxy materials filed with the SEC are available at no charge on the SEC’s website at http://www.sec.gov.  In addition, the definitive proxy statement and the supplement are also available at no charge on the website of the Participants’ proxy solicitor at http://www.dfking.com/clwr.

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