Clearwire board approves revised Sprint offer

Clearwire Sprint Acquisition Revised Offe

Clearwire’s Board of Directors has approved a revised offer from Sprint to acquire a remaining 50% stake in the company. Sprint had previously offered $2.97 per share, or $2.2 billion, for the wireless broadband wholesaler. After several shareholders voiced their concerns about the sale, Sprint decided to raise its offer to $3.40 per share. The revised bid valued Clearwire at $10.7 billion and represented a 14% premium over the original bid. The board is recommending shareholders vote in favor of the acquisition when they meet on May 31st. Clearwire’s press release follows below.

CLEARWIRE’S BOARD OF DIRECTORS RECOMMENDS STOCKHOLDERS VOTE ‘FOR’ INCREASED OFFER FROM SPRINT

Follows Review and Recommendation of Special Committee of the Board
Offers Fair, Attractive and Certain Value

Special Meeting of Stockholders to Reconvene May 31, 2013

BELLEVUE, Wash., May 22, 2013 (GLOBE NEWSWIRE) — Clearwire Corporation (Nasdaq:CLWR) (“Clearwire” or the “Company”) today announced that its Special Committee of the Board of Directors and its Board of Directors have each approved the revised offer from Sprint (NYSE:S) to acquire the approximately 50 percent stake in the Company it does not currently own for $3.40 per share.

The Special Committee of the Board of Directors determined that the revised offer, when compared with other potential transactions reasonably available to the Company at this time, is the most favorable potential transaction to the Company’s unaffiliated stockholders and that the terms of the revised offer are advisable, fair to and in the best interest of such stockholders. The Clearwire Board recommends that stockholders vote their shares FOR all of the proposals relating to the transaction with Sprint by returning the WHITE proxy card with a “FOR” vote for all proposals.

The Special Meeting of Stockholders will reconvene on Friday, May 31, 2013, at 10:30 a.m. Pacific time at the Highland Community Center, 14224 Bel-Red Road, Bellevue, Wash 98007. The record date for stockholders entitled to vote at the Special Meeting remains April 2, 2013.

Evercore Partners is acting as financial advisor and Kirkland & Ellis LLP is acting as counsel to Clearwire. Centerview Partners is acting as financial advisor and Simpson Thacher & Bartlett LLP and Richards, Layton & Finger, P.A. are acting as counsel to Clearwire’s Special Committee. Blackstone Advisory Partners L.P. has advised the Company on restructuring matters.

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