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| CLWR > SEC Filings for CLWR > Form 8-K on 30-Jan-2013 | All Recent SEC Filings |
30-Jan-2013
Other Events, Financial Statements and Exhibits
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.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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