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Clearwire Corporation (CLWRD) Message Board

  • jds6480 jds6480 May 15, 2013 3:48 PM Flag

    Appraisal Rights info

    fyi... my broker is Fidelity. Based on Indano's posts, I called Fidelity to ask them "what is the proper procedure to follow to exercise my appraisal rights if the merger gets passed?" They took 2 days to get back to me because no one there knew the correct procedure and they had to research it with their "Re-Org Unit".
    I got a call on Monday to TELL me that my shares had been converted to "Dissenter's Shares" and they show no value because currently they are "locked up" until after the vote, they are NOT tradable. If the merger (Vote) passes, then all my shares (26,000+) are registered as dissenting and I don't have to do anything. The appraisal will take place by the Delaware court, and the value of the shares will then be determined. If the vote FAILS, the dissenters shares automatically revert back to common A shares the next day, according to Fidelity. I had not expected them to DO the conversion, they did it for me. Anyway, this is how Fidelity handled it and I was also told that Fidelity mailed a certified letter to Clearwire indicating my 26,000 shares were now officially "dissenter's " shares.

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    • There is one point that doesn’t make any sense to me. The idea that,

      “If the merger (Vote) passes, then all my shares (26,000+) are registered as dissenting and I don't have to do anything. The appraisal will take place by the Delaware court, and the value of the shares will then be determined.”,

      but, as stated by TeamRep, could conceivably being appraised lower given that 2 out of 3 appraisers have already stated $2.97 was a fair offer while Dish’s offer was only about 11% more than Sprint. At the end of the day the market determines the true value of Clearwire spectrum and so far every offer Clearwire has received for its spectrum seemingly at similar prices.

      Given this backdrop why would Crest even bother trying to convince stockholders to vote “no” if Crest believes that their shares are worth much more as “dissenter's shares`”, meaning they don’t need the backing of other stockholders?

      “Crest strongly urges Clearwire stockholders to vote "AGAINST" the Sprint-Clearwire merger using the GOLD proxy card.”

      “Crest Financial Limited, the largest of the independent, minority stockholders of Clearwire Corporation, has told its brokerage firms to take all necessary steps to perfect Crest's rights under Section 262 of the Delaware General Corporation Law to seek appraisal for the common stock of Clearwire Corporation that it beneficially owns.”

      Does this make sense?


      • 1 Reply to sunnybeach73
      • By sending your notification to the company or via your stock broker, that you are requesting an appraisal, you are leaving that option open. The Delaware law states that you can withdraw your decision at any time. The appraisal only goes into force IF the acquisition if voted in the affirmative, YES, by shareholders. Otherwise, that is NO vote, you request is dropped as no longer valid because the acquisition under the current terms will no longer be valid. If Clearwire were to go out for a new proxy vote, you would need to send in a fresh request or via your broker.

        If the proxy is voted YES, and the appraisal process is therefore initiated in the Delaware Chancery Court, you may elect to withdraw your request to be part of the appraisal process up to the statutory period of notice... I think its 15 or 30 days prior to rendering a decision, you can check the statute as well as I can.

        Crest can view this as a way to add pressure to force a higher bid, to embolden shareholders to vote NO, as well as add an additional leg to the legal battle. Clearlywired is wired to have an infusion of capital development by whoever acquires them that goes with other network and device developments to spawn greater use of the spectrum. Sprint-Softbank hope to move forward with that as soon as they can because Verizon and others are racing ahead to be first to exploit the wider expanse of AWS combined with other spectrum.. to deliver a crushing blow to competitors.. during the brief 1-2 year window of opportunity advantage because the gap can be closed. Verizon and AT&T will likely keep a coverage gap for 3-5 years... Sprint and T-M/PCS or any other combination can't close that until they get access to TV incentive spectrum and deploy into it... altogether might be 5-6 years. SB-S can build the 'Cloud4G' stress on bandwidth and cloud services aided by microcell coverage... but lacking in suburban-rural compared to VZ.

        Keeping your options open is a good thing.

    • So what happens if sprint raises the bid and you have dissenter's shares?

    • Vanguard's process is slightly different for dissenting shares as they would charge a $400 service fee to issue a certificate for your shares, effectively segregating them from the pool. So they did not "do" the conversion as Fidelity did. They would also require shareholders follow the requirement to deliver to the Company a written demand for appraisal of Class A shares before vote is taken.

      Sentiment: Hold

    • Thank you, jds. Your post is a good example of the reason I visit this board.

      I would suspect the the percentage of shareholders who exercise appraisal rights probably varies in accordance with how far such buyout bids vary from the true value of the company.

      In the case of Sprint's ridculous price of $2.97, Clearwire could conceivably set a record for dissenter registratoins.

      I'm pursuing the same course, although I think it highly unlikely that sprint's gambit to steal the whole of this company has any chance of passing.


    • If the voting passes, we have some protection from the courts. They may settle separately with those who requested appraisal rights.