| [November 29, 2012] |
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Sprint and SoftBank Extend Time to File Proxy Statement/Prospectus
OVERLAND PARK, Kan. --(Business Wire)--
Sprint (News - Alert) (NYSE: S) today announced that SOFTBANK CORP. and Sprint have
extended the deadline for filing the Registration Statement on Form S-4
from Nov. 29, 2012 until Dec. 21, 2012. The proxy statement that will be
included in the Registration Statement will only be sent to Sprint
shareholders after the Securities and Exchange Commission (SEC (News - Alert)) has
declared the Registration Statement effective. The proxy statement will
be sent to Sprint shareholders in connection with the special
shareholders meeting to approve the Agreement and Plan of Merger, dated
as of Oct. 15, 2012.
About Sprint Nextel (News - Alert)
Sprint Nextel offers a comprehensive range of wireless and wireline
communications services bringing the freedom of mobility to consumers,
businesses and government users. Sprint Nextel served nearly 56 million
customers at the end of the third quarter of 2012 and is widely
recognized for developing, engineering and deploying innovative
technologies, including the first wireless 4G service from a national
carrier in the United States; offering industry-leading mobile data
services, leading prepaid brands including Virgin Mobile (News - Alert) USA, Boost
Mobile, and Assurance Wireless; instant national and international
push-to-talk capabilities; and a global Tier 1 Internet backbone. The American
Customer Satisfaction Index rated Sprint No. 1 among all national
carriers in customer satisfaction and most improved, across all 47
industries, during the last four years. Newsweek ranked Sprint
No. 3 in both its 2011 and 2012 Green Rankings, listing it as one of the
nation's greenest companies, the highest of any telecommunications
company. You can learn more and visit Sprint at www.sprint.com
or www.facebook.com/sprint
and www.twitter.com/sprint.
Cautionary Statement Regarding Forward Looking Statements
This document 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 document contains forward-looking statements relating to the
proposed transaction between Sprint Nextel Corporation ("Sprint") and
SOFTBANK CORP. ("SoftBank") andits group companies, including Starburst
II, Inc. ("Starburst II") pursuant to a merger agreement and bond
purchase agreement. All statements, other than historical facts,
including, but not limited to, 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 of the transaction such as improved operations,
enhanced revenues and cash flow, growth potential, market profile and
financial strength; the competitive ability and position of SoftBank or
Sprint; 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, that (1) one or more closing conditions to the transaction
may not be satisfied or waived, on a timely basis or otherwise,
including that a governmental entity may prohibit, delay or refuse to
grant approval for the consummation of the transaction or that the
required approval by Sprint's stockholders may not be obtained; (2)
there may be a material adverse change of SoftBank or Sprint or the
respective businesses of SoftBank or Sprint may suffer as a result of
uncertainty surrounding the transaction; (3) the transaction may involve
unexpected costs, liabilities or delays; (4) legal proceedings may be
initiated related to the transaction; and (5) other risk factors as
detailed from time to time in Sprint's and Starburst II's reports filed
with the Securities and Exchange Commission ("SEC"), including Sprint's
Annual Report on Form 10-K for the year ended December 31, 2011 and
Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2012 and
the proxy statement/prospectus to be contained in Starburst II's
Registration Statement on Form S-4, which are (or will be, when filed)
available on the SEC's web site (www.sec.gov).
There can be no assurance that the merger will be completed, or if it is
completed, that it will close within the anticipated time period or that
the expected benefits of the merger will be realized.
None of Sprint, SoftBank or Starburst II undertakes 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 proposed strategic combination, Starburst II
plans to file with the SEC a Registration Statement on Form S-4 that
will include a proxy statement of Sprint, and that also will constitute
a prospectus of Starburst II. Sprint will mail the proxy
statement/prospectus to its stockholders. INVESTORS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. The proxy statement/prospectus, as well
as other filings containing information about Sprint, SoftBank and
Starburst II, will be available, free of charge, from the SEC's web site
(www.sec.gov).
Sprint's SEC filings in connection with the transaction also may be
obtained, free of charge, from Sprint's web site (www.sprint.com)
under the tab "About Us - Investors" and then under the heading
"Documents and Filings - SEC Filings," or by directing a request to
Sprint, 6200 Sprint Parkway, Overland Park, Kansas 66251, Attention:
Shareholder Relations or (913) 794-1091. Starburst II's SEC filings in
connection with the transaction (when filed) also may be obtained, free
of charge, by directing a request to SoftBank, 1-9-1 Higashi-Shimbashi,
Minato-ku, Tokyo 105-7303, Japan; telephone: +81.3.6889.2290; e-mail: ir@SoftBank.co.jp.
Participants in the Merger Solicitation
The respective directors, executive officers and employees of Sprint,
SoftBank, Starburst II and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
transaction. Information regarding Sprint's directors and executive
officers is available in its Annual Report on Form 10-K for the year
ended Dec. 31, 2011. Other information regarding the interests of such
individuals as well as information regarding SoftBank's and Starburst
II's directors and executive officers will be available in the proxy
statement/prospectus when it becomes available. These documents can be
obtained free of charge from the sources indicated above. This
communication shall not constitute an offer to sell or the solicitation
of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.

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