CLEARWIRE'S SPECIAL COMMITTEE TO REVIEW UNSOLICITED TENDER OFFER FROM DISH
Company Plans to Adjourn Special Meeting of Stockholders; Rescheduled Meeting to be Held June 13, 2013
BELLEVUE, Wash., May 30, 2013 (GLOBE NEWSWIRE) -- Clearwire Corporation (NASDAQ: CLWR) ("Clearwire" or the "Company") today acknowledged that DISH Network Corporation (NASDAQ: DISH) ("DISH") has commenced an unsolicited cash tender offer to acquire all outstanding common shares of Clearwire at a price of $4.40 per share.
In light of this development, and pursuant to the discretionary authority granted to the chairman of the meeting by Clearwire's bylaws, the Company plans to adjourn its Special Meeting of Stockholders, which is scheduled to be held at 10:30 a.m. Pacific time on Friday, May 31, 2013, without conducting any business. The Special Meeting of Stockholders will reconvene on Thursday, June 13, 2013, at 10:30 a.m. Pacific time at the Highland Community Center, 14224 Bel-Red Road, Bellevue, Washington, 98007. The record date for stockholders entitled to vote at the Special Meeting remains April 2, 2013.
The Special Committee of Clearwire's board of directors (the "Special Committee") has determined, consistent with its fiduciary duties, that it will engage with DISH to discuss, negotiate and/or provide information in connection with the DISH Proposal. Consistent with its fiduciary duties and as required by applicable law, the Special Committee, in consultation with its independent financial and legal advisors, will promptly review the offer to determine the course of action that it believes is in the best interests of Clearwire's non-Sprint Class A stockholders. The Special Committee noted that while the most recent DISH proposal raises issues that need to be discussed with DISH, the proposal appears to be more actionable than DISH's previous proposal, and the Committee intends to issue its recommendation in due course. The Special Committee has not made any determination to change its recommendation of the current Sprint (NYSE:S) offer to acquire the approximately 50 percent stake in the Company it does not currently own for $3.40 per share.
On or before June 12, 2013, Clearwire intends to file with the Securities and Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9 stating whether the Clearwire board of directors and the Special Committee recommends acceptance or rejection of DISH's unsolicited tender offer, expresses no opinion and remains neutral toward the tender offer, or is unable to take a position with respect to the tender offer, as well as setting forth the board of directors and the Special Committee's reasons for its position with respect to the tender offer.
Clearwire stockholders are urged to defer making any determination with respect to the tender offer until they have been advised of the board of directors and the Special Committee's positions with respect to the tender offer.
In connection with the definitive agreement with Sprint, Clearwire and Sprint entered into agreements that provide additional financing to Clearwire in the form of exchangeable notes, which will be exchangeable under certain conditions for Clearwire common stock at $1.50 per share, subject to adjustment under certain conditions (the "Sprint Financing Agreements"). Under the Sprint Financing Agreements, Sprint agreed to purchase, at Clearwire's option, $80 million of exchangeable notes per month for up to 10 months. At the direction of the Special Committee, Clearwire has elected to forego the June $80 million draw. The Special Committee has not made any determination with respect to any future draws under the Sprint Financing Arrangements.
In addition, the Company has announced that it intends to make the interest payments totaling approximately $255 million, which are due June 1, 2013, on its first-priority, second-priority and exchangeable notes.
Evercore Partners is acting as financial advisor and Kirkland Ellis LLP is acting as counsel to Clearwire. Centerview Partners is acting as financial advisor and Simpson Thacher Bartlett LLP and Richards, Layton Finger, P.A. are acting as counsel to Clearwire's Special Committee. Blackstone Advisory Partners L.P. has advised the Company on restructuring matters.
DISH Statement on Clearwire Stockholder Vote Postponement
ENGLEWOOD, Colo.--(BUSINESS WIRE)-- DISH Network Corporation (NASDAQ: DISH) issued the following statement on news that the Clearwire Corporation Board of Directors has postponed its May 31 stockholder vote.
The following statement can be attributed to Tom Cullen, DISH executive vice president of Corporate Development:
"We are pleased that the Clearwire Board of Directors has decided to delay the stockholder vote to thoughtfully consider the merits of our proposal. We are confident that our offer is superior to the proposed Sprint merger as it offers substantially greater value to Clearwire and its minority stockholders and a clearer path to value realization for all parties. Importantly, it also provides a meaningful alternative to the significant group of Clearwire minority stockholders that remains opposed to the Sprint merger. Our offer is not subject to any financing contingency."
DISH Network Announces Commencement of Tender Offer to Purchase All Clearwire Corporation Class A Common Stock
ENGLEWOOD, Colo.--(BUSINESS WIRE)-- DISH Network Corporation (NASDAQ: DISH) announced today that DISH Acquisition Holding Corporation, a Delaware corporation and a wholly owned subsidiary of DISH, has commenced a tender offer to purchase all outstanding shares of Class A Common Stock of Clearwire Corporation (NASDAQ: CLWR), including any shares of Class A Common Stock issued in respect of outstanding shares of Class B Common Stock, for $4.40 per share.
The tender offer is scheduled to expire at 12:00 midnight, New York City time, at the end of June 28, 2013, unless extended or terminated in accordance with the terms and conditions of the offer.
Today, DISH is filing with the Securities and Exchange Commission (the "SEC") a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the offer.
Copies of the offer to purchase, letter of transmittal and other related material are available free of charge from Innisfree MA Incorporated, the information agent for the tender offer, toll-free at (877) 456-3427.
While we've learned that radiation levels on Mars are safe for humans, actually getting there in the first place remains a problem. Recent results from Curiosity's Radiation Assessment Detector (RAD) reveal that exposure even while safely ensconced inside a protected spacecraft is dangerously high. Explorers would be bombarded with 466 milliSieverts of high-energy galactic cosmic rays and solar particles during the 253-day transit and the same coming back, with total levels that could exceed NASA's career radiation limit for astronauts. "In terms of accumulated dose, it's like getting a whole-body CT scan once every five or six days," said Cary Zeitlin, a principal scientist from the Southwest Research Institute (SwRI) who's the lead author of the findings. A manned Mars voyage isn't completely out of the question, but it does mean better shielding is necessary before such a trip -- much less a future colony -- becomes a reality.
Acer will soon release an Intel Haswell 3GHz, Core-i5-powered all-in-one that cuts Windows out of the PC picture altogether by running Android, according to an un-sourced rumor from CNET. The PC maker has already dipped its toes into the Android AiO waters with the 21.5-inch ARM-powered Smart Display DA220HQL (shown above), but if the rumor pans out, it would mark the first Intel powered AiO we've seen from anyone packing Google's mobile OS. The lack of a license fee to Microsoft means the unit would cost around $400, and thanks to Android's lower hardware needs, would come with a mere 1GB RAM and 8GB ROM at a minimum. If true -- and that's a huge "if" -- it makes some sense considering Acer's desire to avoid Microsoft's Windows RT OS at all costs, but we're not sure how an Android-based tablet with pricier Intel underpinnings would go down with the public.
This particular rumor has been swirling for a while already, but Reuters says its own sources are now backing it up: Samsung will switch from an ARM-based design and use Intel as the supplier of the processor inside at least one version of its next 10-inch slate, the Galaxy Tab 3 10.1. Word is that Samsung will run Android off Intel's latest x86 Atom architecture, Clover Trail+, which we've so far seen in just a handful of Android smartphones including the Lenovo K900 and ZTE Geek.
By way of corroboration, Korea Times is reporting the exact same Galaxy Tab 3 rumor and has also quoted an anonymous Intel employee who claimed that the number of Atom engineers based in Korea has ballooned from six last year to as many as 50 personnel today. They're said to be working on "Samsung-related projects with a mission to customize circuits for adaptation in Samsung products" -- which certainly doesn't sound like typical Intel behavior. Korea Times specifically says that Samsung is looking to reduce its reliance on the tricky supply of its own ARM-based Exynos processors, while Intel is offering the Korean giant good prices and cooperation in order to build its mobile market share. This all tallies with the idea of Atom coming to some high volume Android products -- and it's very possible that we'll see proof of that at Computex next week.
Even though Oppo's Ulike 2 won't be leaving China any time soon (if ever), there's still hope for its larger follow-up, the Ulike 2S. Announced in Shenzhen yesterday, this new device still boasts a combo of a 5-megapixel front-facing camera plus an 8-megapixel imager on the back, but both are said to have improved performance and beautification effects. The more obvious difference is the larger 5.5-inch 720p display -- a big jump from the old 4.5-inch 960 x 540 version -- with a pretty slim bezel. On the back, the Ulike 2S has a cover that gives you access to the removable 3,000mAh battery (instead of the old built-in 2,020mAh cell), as well as the dual micro-SIM slots.
There's no word on the detailed specs or price just yet, but stay tuned for its launch within the next two months. Alternatively, there's always the smaller MeituKiss with its 8-megapixel selfie camera, if you dig the extra pixels.
For most of us, molecular bonding only really exists as a classroom concept. Some scientists at Lawrence Berkeley National Laboratory can now claim more tangible knowledge, however: they're the first to have taken truly clear snapshots of bonding in progress. While trying to create graphene nanostructures and observe them with an atomic force microscope, a lab team spotted molecules forming their individual, atom-level links during a chemical reaction. The resulting shots were nearly textbook material, too -- as the molecules were neatly placed on a flat surface, the researchers identified the order and nature of each bond. While the images will only be immediately useful for the nanostructure research at hand, they may add a welcome dash of reality to future chemistry lessons.
Taiwanese PC maker ASUS dropped this gem yesterday ahead of Computex 2013 -- the PQ321, a professional-grade 31.5-inch 4K monitor. It features a 3840 x 2160-pixel (16:9, 140 ppi) 10-bit RGB (one billion colors) IGZO panel with LED backlight, 176-degree viewing angles, 350 cd/m2 brightness and 8ms GTG response time. Beyond its Ultra HD capability, the monitor comes with built-in stereo speakers (2W) plus height, tilt and swivel adjustments. It's wall-mountable (VESA) and only 35mm thick -- according to ASUS, that makes it the thinnest 4K monitor on the market today. Connectivity includes DisplayPort, 3.5mm audio, RS-232C and, for US models, dual HDMI inputs with picture-in-picture support. There's no word on pricing yet, but the PQ321 will be available in North America at the end of June and ASUS is expected to show the monitor in Taipei next week along with a 39-inch 4K model.
While the Asha line lacks the glamor of Nokia's WP8 smartphones, it outsells its big-shot siblings by a wide margin. Now, owners of those handsets will be able to grab Nokia's Music with Mix Radio, an app that was previously available only on Windows and Windows Phone 8. Other WP8 hand-me-downs like Transit and Xpress Now have already hit the budget platform, showing it's far from being Nokia's neglected child. While missing some WP8 features, Asha Music users will get 2G/3G and WiFi streaming, 100 channels of curated content and offline storage of up to four mixes. You'll likely have to wait a few weeks to grab it though -- unless you're in the launch country of Russia.
eyeIO Delivers Unprecedented Viewing Experience for Sony Pictures Content on Sony 4K UltraHD TVs
eyeIO technology readies new Sony Media Player with true 4K UltraHD titles at remarkably low bandwidth
PALO ALTO, Calif.--(BUSINESS WIRE)--Eye IO, LLC (eyeIO) announced today its UltraHD compression encoding technology has been licensed by Sony Pictures to enable the studio to offer the first-ever 4K UltraHD content delivered to the home.
"We are confident that eyeIO's capabilities are perfectly matched with Sony's commitment to high quality viewing experiences as well as creating and delivering captivating content to enhance the viewing experience of audiences everywhere."
Owners of Sony Electronics 4K UltraHD TVs will be able to enjoy a selection of 4K movies delivered to their sets via Sony's 4K media player, which launches this summer. eyeIO's core video technology efficiently processes, compresses and encodes the enormous 4K source files into a format that requires significantly less bandwidth, making distribution more efficient and conserving storage space on devices as well as bandwidth costs.
"We are honored to play an integral part in the first commercial, worldwide use of 4K UltraHD with Sony Pictures," said Rodolfo Vargas, CEO of eyeIO. "We are confident that eyeIO's capabilities are perfectly matched with Sony's commitment to high quality viewing experiences as well as creating and delivering captivating content to enhance the viewing experience of audiences everywhere."
"From the cinema to the home, Sony Pictures Technologies strives to deliver the audience an experience that is as close as possible to the filmmaker's original vision. eyeIO's technology makes it practical to deliver movies to the home in unprecedented 4K quality, and we are proud to partner with them on this groundbreaking launch," Chris Cookson, President, Sony Pictures Technologies, added.
The assets encoded at eyeIO's Palo Alto headquarters are full 4K UltraHD, 3840x2160 resolution and include support for extended gamut color (xvYCC). eyeIO's certified, 4K UltraHD offering has been perfected over the course of the last two years, offering a simplified workflow, ultra-high quality at incredible speed to improve cost efficiency and establish a standard for the industry at large.
Films available at launch include Bad Teacher, Battle: Los Angeles, The Bridge on the River Kwai, The Karate Kid (2010), Salt, Taxi Driver, That's My Boy, The Amazing Spider-Man, The Other Guys and Total Recall (2012). For more information on Sony's 4K UltraHD TVs, visit www.sony.com/4K.
EYE IO, LLC (eyeIO) is a privately held, Palo Alto based startup developing breakthrough H.264 and H.265 solutions that represent the culmination of years of progressive research in next generation TV video delivery. eyeIO H.264 first and second-generation technology enables cloud-based video engines, on-demand video services and over-the-top (OTT) providers to deliver premium video over today's global Internet infrastructure at greatly reduced costs and higher fidelity. With more than 107 billion video frames encoded to date and reaching over 35 million end viewers worldwide, eyeIO enables its customers to deliver the highest, most consistent video quality to thousands of connected devices worldwide, including tablets, smart televisions and 4K UltraHD TVs with unsurpassed playback speed, device compatibility and production stability. Visit www.eyeio.com to learn more. eyeIO's Digital Cinema HD Video Quality is THX® certified.
When Ubuntu Linux was still in development back in August 2004, Canonical founder Mark Shuttleworth filed a tongue-in-cheek first bug: that Microsoft had a majority of PC market share. Little did he realize that he'd have an excuse to cross that bug off the list in 2013. Since computing now includes phones and tablets, he argues, that leaves the traditional PC (and therefore Windows) in the minority versus Android, iOS and other platforms. Whether or not you agree with that market interpretation, Shuttleworth is ready to move on -- he feels it's better to polish Canonical's own cloud, desktop and mobile efforts than to target someone else. It's undoubtedly easy for Shuttleworth to make peace when the battle is supposed to be over, but we can't object to such a healthy attitude.