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| CLWR > SEC Filings for CLWR > Form 8-K on 17-Dec-2012 | All Recent SEC Filings |
17-Dec-2012
Other Events, Financial Statements and Exhibits
The Company hereby furnishes the information in Exhibit 99.1 hereto, the transcript of the investor call on December 17, 2012 and in Exhibit 99.2 hereto, the email communication to Clearwire employees by Erik Prusch, President and CEO, on December 17, 2012.
Exhibit No. Description of Exhibit
99.1 Transcript of Investor Call, dated December 17, 2012.
99.2 Communication to Clearwire Employees, dated December 17, 2012.
Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the securities laws. The words "may," "could," "should," "estimate," "project," "forecast," "intend," "expect," "anticipate," "believe," "target," "plan," "providing guidance" and similar expressions are intended to identify information that is not historical in nature.
This Current Report on Form 8-K contains forward-looking statements relating to the proposed merger and related transactions (the "transaction") between Sprint and Clearwire. All statements, other than historical facts, including statements regarding the expected timing of the closing of the transaction; the ability of the parties to complete the transaction considering the various closing conditions; the expected benefits and efficiencies of the transaction; the competitive ability and position of Sprint and Clearwire; and any assumptions underlying any of the foregoing, are forward- looking statements. Such statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, any conditions imposed in connection with the transaction, approval of the transaction by Clearwire stockholders, the satisfaction of various other conditions to the closing of the transaction contemplated by the merger agreement, and other factors discussed in Clearwire's and Sprint's Annual Reports on Form 10- K for their respective fiscal years ended December 31, 2011, their other respective filings with the U.S. Securities and Exchange Commission (the "SEC") and the proxy statement and other materials that will be filed with the SEC by Clearwire in connection with the transaction. There can be no assurance that the transaction will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the transaction will be realized.
Clearwire does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
Additional Information and Where to Find It In connection with the transaction, Clearwire will file a proxy statement and other materials with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CLEARWIRE AND THE TRANSACTION. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC's web site at www.sec.gov. In addition, the documents filed by Clearwire with the SEC may be obtained free of charge by contacting Clearwire at Clearwire, Attn: Investor Relations, (425) 505-6178. Clearwire's filings with the SEC are also available on its website at www.corporate.clearwire.com.
Participants in the Solicitation
Clearwire and its officers and directors and Sprint and its officers and
directors may be deemed to be participants in the solicitation of proxies from
Clearwire stockholders with respect to the transaction. Information about
Clearwire officers and directors and their ownership of Clearwire common shares
is set forth in the proxy statement for Clearwire's 2012 Annual Meeting of
Stockholders, which was filed with the SEC on April 30, 2012. Information about
Sprint officers and directors is set forth in Sprint's Annual Report on Form
10-K for the year ended December 31, 2011, which was filed with the SEC on
February 27, 2012. Investors and security holders may obtain more detailed
information regarding the direct and indirect interests of the participants in
the solicitation of proxies in connection with the transaction by reading the
preliminary and definitive proxy statements regarding the transaction, which
will be filed by Clearwire with the SEC.
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