Crest Financial, the largest minority shareholder in Clearwire (NASDAQ:CLWR), made good on its promise to wage a proxy battle in an effort to block Sprint Nextel's (NYSE:S) $2.97-per-share offer to buy the 50 percent of Clearwire that Sprint does not already own.
Crest said it filed a preliminary proxy statement that, if cleared by the Securities and Exchange Commission, will urge Clearwire shareholders to reject the Sprint offer. Last month Crest said it hired proxy-solicitation firm D. F. King & Co. to help it oppose the deal.
A Clearwire spokeswoman declined to comment.
Along with other minority Clearwire shareholders, Crest has said the Sprint proposal undervalues Clearwire; Crest supports Dish Network's (NASDAQ: DISH) conditional $3.30-per-share counterbid to Clearwire. Clearwire's shares were trading at $3.27 per share this morning.
Crest is the largest Clearwire shareholder not allied with Sprint, and holds around 3.9 percent of all common stock of Clearwire. Last week Crest proposed that Clearwire's board accept its offer of $240 million in financing as opposed to continuing to take $80 million monthly payments from Sprint, which are part of Sprint's offer. So far Clearwire has taken two financing payments from Sprint, totaling $160 million.
"The filing of Crest's proxy statement is the next step in our ongoing effort to block Sprint's unfair merger offer and we are optimistic that we can do so," David Schumacher, general counsel of Crest, said in a statement. "We look forward to the SEC clearing our preliminary proxy statement so that we can begin educating Clearwire shareholders in earnest about the disadvantages of the Sprint offer and the alternative future for Clearwire and its valuable trove of wireless spectrum."
"Crest is of the opinion that it would be better for Clearwire to remain a stand-alone company, while examining opportunities to consummate alternative transactions, rather than accept the merger consideration of $2.97 in cash per share being offered to Clearwire stockholders in the Proposed Sprint-Clearwire Merger," it said in the proxy statement.
A special committee of Clearwire's board is looking at both the Sprint and Dish options, but it has not changed its recommendation to vote in favor of Sprint's offer. The special committee is also looking at the $240 million financing offer from Crest.
For more:
- see this Crest release
- see this Reuters article
- see this AllThingsD article
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