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Saturday, February 02, 2013 7:15:18 PM

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It looks like Sprint did not have to give a counter offer afterall to the Dish offer of $3.30.


"In the Merger, each issued and outstanding share of Class A common stock of Clearwire, par value $0.0001 per share (the “Class A Common Stock”) (other than any shares held by Sprint, SOFTBANK CORP., any of their respective affiliates and any stockholders who properly exercise their appraisal rights under Delaware law) will automatically be converted into the right to receive $2.97 per share in cash, without interest, less any applicable withholding taxes (the “Merger Consideration”)"

http://www.sec.gov/Archives/edgar/data/101830/000119312513033783/d476164dsc13e3.htm


Sprint Issues Statement on Clearwire’s Proxy Filing
OVERLAND PARK, Kan. – Feb. 1, 2013 – Today Clearwire (NASDAQ: CLWR) filed a preliminary proxy statement in connection with its definitive agreement with Sprint (NYSE: S) for Sprint to acquire the approximately 50 percent stake in Clearwire that it does not already own. In response, Sprint issued the following statement:
“Today’s filing speaks for itself. After a rigorous and extensive two-year process, Clearwire pursued numerous strategic opportunities, including discussing the sale of spectrum with no fewer than 10 parties and a series of ongoing conversations with DISH that date back to 2010. Clearwire’s proxy makes very clear that Sprint’s definitive agreement to acquire Clearwire provides both the best value for shareholders and stability amid an uncertain future. We continue to believe that the DISH proposal is illusory and conditioned on many things, including the receipt of governance rights, a spectrum sale and a commercial agreement which are not actionable under our merger agreement and other agreements between Clearwire and Sprint. We are pleased the Clearwire Board continues to recommend approval of our transaction and look forward to closing our merger and delivering even greater wireless service to the American consumer.”
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 nearly 56 million customers at the end of the third quarter of 2012 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




http://www.sec.gov/Archives/edgar/data/101830/000119312513034751/d477775ddfan14a.htm


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