Bernard,
In case you missed this. Looks like Winstar is buying some spectrum from CVUS.
Night Writer
As described in the accompanying Proxy Statement, at the Special
Meeting you will be asked to consider and vote upon a proposal to approve and
adopt an Agreement to Purchase LMDS License, dated July 10, 1998 (the "LMDS
Purchase Agreement"), between WinStar Communications, Inc. ("WinStar") and the
Company. Pursuant to the terms of the LMDS Purchase Agreement, the Company will
assign 850 MHz of the spectrum covered by its LMDS A Block License to WinStar
for a purchase price of $32,500,000 (the "Spectrum Assignment"). A copy of the
LMDS Purchase Agreement is included as Appendix A to the accompanying Proxy
Statement and should be read in its entirety.
Your Board of Directors, after careful consideration, has determined
that the terms of the Spectrum Assignment are fair to, and in the best interests
of, the Company and the holders of shares of Common Stock and has approved the
LMDS Purchase Agreement and the Spectrum Assignment. In arriving at its
decision, the Board of Directors gave careful consideration to a number of
factors described in the accompanying Proxy Statement, including the opinion of
Wasserstein Perella & Co., Inc. ("WP&Co."), financial advisor to the Board of
Directors, to the effect that, as of the date of such opinion and based upon and
subject to certain matters stated therein, the consideration to be received in
the Spectrum Assignment by the Company's wholly-owned subsidiary, CellularVision
of New York, L.P. ("CVNY"), was fair to CVNY from a financial point of view. A
copy of the written opinion of WP&Co. is included as Appendix B to the
accompanying Proxy Statement and should be read in its entirety.
^ Approval of the LMDS Purchase Agreement is of particular importance
to the Company at this time because the Company is experiencing a significant
liquidity crisis and, without completion of the Spectrum Assignment, will very
likely be unable to continue as a going concern. Management of the Company
believes that if the Spectrum Assignment is completed, the Company will have
adequate financial resources to continue as a going concern and will be able to
assess its ongoing business prospects without immediate concern of a failure of
its business.
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