Clearwire (CLWR) CEO Prusch Sends Letter to Employees About Sprint (S) Bid

The following is a memo from Clearwire (Nasdaq: CLWR) CEO Erik Prusch to his employees ("Team") leading into the revised Sprint (NYSE: S) bid of $5 per share. The letter is below:

Team -

I wanted you to be among the first to know that we have just announced with Sprint an agreement that increases Sprint's offer to acquire the approximately 50 percent stake in Clearwire that it does not currently own for $5.00 per share, valuing Clearwire at more than $14 billion. This increased offer represents a 47 percent premium to Sprint's previous offer of $3.40 per share announced on May 21, and a 285 percent premium to Clearwire's closing share price the day before the Sprint-SoftBank discussions were first confirmed in the marketplace on October 11, 2012 when Clearwire was also speculated to be a part of that transaction.

The retention benefits that we shared with you previously remain in effect with this Sprint agreement, and your individual statements will be updated shortly to reflect the $5.00 per share price.

As for the vote, 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., 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 commitments previously received from Comcast Corp. (Nasdaq: CMCSA), Intel Corp (Nasdaq: INTC) and Bright House Networks LLC, who collectively own approximately 13 percent of Clearwire's voting shares, to vote their shares in support of the transaction, stockholders owning approximately 22 percent of the Clearwire voting shares not affiliated with Sprint, have agreed to vote their shares in support of the transaction. Sprint also expects a majority of the non-Sprint stockholders to support of the Clearwire merger.

Our board of directors, based on the unanimous recommendation of the Special Committee, has recommend that stockholders accept this revised offer from Sprint. The board of directors also recommends that stockholders vote FOR the proposed transaction with Sprint and not tender any shares of Class A common stock pursuant to the DISH tender offer. As for this Monday's Special Meeting of Stockholders, we plan to adjourn the meeting without conducting any business. We plan to reconvene the Special Meeting of Stockholders on July 8.

The amended agreement with Sprint clearly acknowledges the significant value present in Clearwire - from our deep portfolio of wireless spectrum to the tremendous amount of progress this team has made in improving our operations and beginning the construction of our next-generation 4G LTE network.


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