Clearwire files preliminary proxy statement, says to evaluate proposals

theflyonthewall.com

Clearwire (CLWR) has filed a preliminary proxy statement in connection with its definitive agreement with Sprint Nextel Corporation (S) for Sprint to acquire the approximately 50% stake in Clearwire that it does not already own for $2.97 per share. The background section of the proxy statement describes the Company's extensive review of strategic alternatives to maximize stockholder value over the past few years. connection with the Sprint Agreement, Clearwire and Sprint also entered into agreements that provide up to $800M of additional financing to Clearwire in the form of exchangeable notes, which will be exchangeable under certain conditions for Clearwire common stock at $1.50 per share, subject to adjustment under certain conditions. As previously disclosed on January 8, 2013, Clearwire did not take the initial draw under the Sprint Financing Agreements as DISH (DISH) indicated that its preliminary proposal would be withdrawn were Clearwire to draw on the financing. In order to allow the Special Committee to continue to evaluate the DISH Proposal, at the direction of the Special Committee, Clearwire has not taken the February $80 million draw. The Special Committee has not made any determination with respect to any future draws under the Sprint Financing Arrangements. The Special Committee will, consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, continue to evaluate the DISH Proposal and engage in discussions with each of DISH and Sprint, as appropriate. The Special Committee has not made any determination to change its recommendation of the current Sprint transaction. The Special Committee and Clearwire will pursue the course of action that it believes is in the best interests of Clearwire's non-Sprint Class A stockholders. Neither Clearwire nor the Special Committee has any further comment on this matter at this time.

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