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® 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.
Clearwire Corp. - Class A (MM) (NASDAQ:CLWR)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Clearwire Corp. - Class A (MM) (NASDAQ:CLWR)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
