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Simpson Thacher Represents the Special Committee of the Board of Directors of Clearwire in its Recently Increased $5.00 Per Share Merger Agreement with Sprint

06.26.13

The Firm is representing the Special Committee of the Board of Directors of Clearwire Corporation (NASDAQ: CLWR) in connection with the Special Committee’s review of strategic alternatives available to the Company, including a recently increased proposal from Sprint Nextel Corporation (NYSE: S) to acquire the remaining shares of Clearwire that Sprint does not already own, which has resulted in an amended merger agreement between Clearwire and Sprint providing for the acquisition by Sprint of such Clearwire shares for $5.00 per share, or approximately $3.9 billion for such stake.  The revised transaction values Clearwire at more than $14 billion. This increased merger consideration represents a 14 percent premium to the $4.40 per share DISH Network ("DISH") tender offer and a 47 percent premium to Sprint's previous agreement at $3.40 per share announced on May 21, 2013.  The transaction is subject to customary closing conditions, including regulatory approvals and the approval of Clearwire's stockholders, including the approval of a majority of Clearwire stockholders not affiliated with Sprint or SoftBank.  The closing of the transaction is also contingent on the consummation of Sprint’s previously announced transaction with SoftBank.

Clearwire, through its operating subsidiaries, is a leading provider of 4G wireless broadband services offering services in areas of the United States where more than 130 million people live.  Clearwire holds the deepest portfolio of wireless spectrum available for data services in the United States.  Sprint offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users, having served nearly 56 million customers at the end of the third quarter of 2012.

The Simpson Thacher team includes Rob Spatt, Marni Lerner, Ariel Oxman and Leah Shen (M&A); Joe McLaughlin (Litigation); and Marissa Wesely (Finance).