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 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 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 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 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 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 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 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 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.
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.
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 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 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)
Reply in Support of Petition to Deny with Report of Information Age Economics (February 25, 2013)
Report of Harold Furchtgott-Roth (March 12, 2013)
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)
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 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.
CREST FINANCIAL LIMITED AND OTHER PERSONS MAY BE DEEMED TO BE PARTICIPANTS (THE “PARTICIPANTS”) IN A SOLICITATION OF PROXIES IN RESPECT OF THE PROPOSED MERGER OF CLEARWIRE WITH SPRINT NEXTEL CORPORATION. THE PARTICIPANTS HAVE FILED A PRELIMINARY PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”). THE PRELIMINARY PROXY STATEMENT IS AVAILABLE AT NO CHARGE ON THE WEBSITE OF THE PARTICIPANTS’ PROXY SOLICITOR AT HTTP://WWW.DFKING.COM/CLWR AND ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. THE PARTICIPANTS INTEND TO FILE WITH THE SEC A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD IN CONNECTION WITH SUCH PROXY SOLICITATION. WHEN COMPLETED, ANY SUCH DEFINITIVE PROXY STATEMENT AND PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE STOCKHOLDERS OF THE ISSUER AND WILL, ALONG WITH OTHER RELEVANT DOCUMENTS, BE AVAILABLE AT NO CHARGE ON THE WEBSITE OF THE PARTICIPANTS’ PROXY SOLICITOR AT HTTP://WWW.DFKING.COM/CLWR AND ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD (WHEN AVAILABLE) AT NO CHARGE UPON REQUEST. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED IN THE PRELIMINARY PROXY STATEMENT. STOCKHOLDERS OF THE ISSUER ARE ADVISED TO READ THE PRELIMINARY PROXY STATEMENT, WHICH IS AVAILABLE NOW, AND ANY DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS IN ANY SUCH SOLICITATION.