SEC Filings
Note: The filings listed on this page pertain to our announced transaction with Sprint. For a complete list of all our SEC filings, visit Clearwire Investor Relations
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Important Information
Cautionary Note Regarding Forward-Looking Statements
Information in these materials includes “forward-looking statements” within the meaning of the securities laws. The statements in these materials regarding agreements between Sprint Nextel Corporation (“Sprint”) and Clearwire Corporation (“Clearwire”) and the investors and the benefits to Sprint and Clearwire of the arrangements contemplated by the agreements; plans for the development and deployment of a broadband network based on WiMAX technology; the timing, availability, capabilities, coverage, and costs of the WiMAX network; products and services to be offered on the WiMAX network; and other statements that are not historical facts are forward-looking statements. The words “will,” “would,” “may,” “should,” "estimate," "project," ”forecast,” "intend," “plan,” "expect," "believe," "target," “designed” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are projections reflecting management's judgment and assumptions based on currently available information and involve a number of risks and uncertainties that are beyond Clearwire’s control and that could cause actual results to differ materially from those suggested by the forward-looking statements.
Future performance cannot be assured. Actual results may differ materially from those in the forward-looking statements due to a variety of factors, including, but not limited to:
- the ability of Sprint and Clearwire to complete the merger and other transactions contemplated by the definitive agreements and satisfy the conditions thereunder, including obtaining Clearwire stockholder, FCC and Department of Justice approvals;
- the uncertainties related to the implementation of each company’s respective WiMAX business strategies;
- the costs and business risks associated with deploying a WiMAX network and offering products and services utilizing WiMAX technology;
- the ability of third party suppliers, software developers and other vendors to perform requirements and satisfy obligations necessary to create products and software designed to support WiMAX features and functionality, under agreements with one or both of Sprint and Clearwire;
- the impact of adverse network performance;
- rapid changes in technology and industry standards;
- industry competition;
- protection of proprietary rights; and
- other risks referenced from time to time in each company’s respective filings with the Securities and Exchange Commission, including in the Forms 10-K for the year ended December 31, 2007, in Part I, Item 1A, “Risk Factors.”
Sprint and Clearwire believe the forward-looking statements in these materials are reasonable; however, you should not place undue reliance on forward-looking statements, which are based on current expectations and speak only as of the date of this release. Forward-looking statements that are believed to be true when made may ultimately prove to be incorrect. Sprint and Clearwire are not obligated to publicly release any revisions to forward-looking statements to reflect events after the date of these materials.
Important Additional Information will be filed with the SEC
In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the Securities and Exchange Commission (the “SEC”). CLEARWIRE SHAREHOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED TRANSACTIONS. The final proxy statement/prospectus will be mailed to shareholders of Clearwire. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, www.sec.gov, or from Clearwire Investor Relations at investorrelations@clearwire.com.
Participants in Solicitation
Clearwire and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the merger and related transactions. Information concerning Clearwire’s participants is set forth in the proxy statement dated April 29, 2008 for Clearwire’s 2008 annual meeting of shareholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of participants of Clearwire in the solicitation of proxies in respect of the merger and related transactions will be included in the registration statement and proxy statement/prospectus to be filed with the SEC.
THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. THE SOLICITATION AND THE OFFER TO SELL SHARES OF CLEARWIRE'S COMMON STOCK WILL ONLY BE MADE PURSUANT TO A PROXY STATEMENT/PROSPECTUS AND RELATED MATERIALS THAT CLEARWIRE INTENDS TO FILE WITH THE SEC. ONCE FILED, CLEARWIRE STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE TRANSACTIONS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TRANSACTIONS. ONCE FILED, CLEARWIRE STOCKHOLDERS WILL BE ABLE TO OBTAIN THE PROXY STATEMENT/PROSPECTUS AND RELATED MATERIALS WITH RESPECT TO THE TRANSACTIONS FREE OF CHARGE AT THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV, OR FROM OR FROM CLEARWIRE INVESTOR RELATIONS AT INVESTORRELATIONS@CLEARWIRE.COM
