T-Mobile USA and MetroPCS Announce FCC Approval of Proposed Combination
BONN, Germany & BELLEVUE, Wash. & RICHARDSON, Texas -- March 12, 2013
Deutsche Telekom AG (XETRA: DTE; “Deutsche Telekom”), T-Mobile USA, Inc.
(“T-Mobile”) and MetroPCS Communications, Inc. (NYSE: PCS; “MetroPCS”) today
announced that the Federal Communications Commission (“FCC”) has approved the
proposed combination of T-Mobile USA, a wholly-owned subsidiary of Deutsche
Telekom, and MetroPCS.
“The FCC’s approval marks another significant milestone in bringing our two
companies together, and we appreciate the Commission’s timely approval. We
look forward to completing the transaction and delivering the significant
customer and stockholder benefits that this combination will make possible,”
said John Legere, President and CEO of T-Mobile. “Our combined company will
have the products, spectrum, scale and resources to shake up this industry and
deliver an entirely new wireless experience.”
“We are pleased with the FCC’s approval of the proposed transaction,” said
Roger D. Linquist, Chief Executive Officer and Chairman of the Board of
MetroPCS. “We thank the FCC for its prompt review of our proposed combination
with T-Mobile, which will create the value leader in the United States
On March 5, 2013, MetroPCS announced that the required waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 had expired. The
proposed combination remains subject to the approval of MetroPCS stockholders.
A Special Meeting of MetroPCS stockholders to vote on matters relating to the
proposed combination of MetroPCS with T-Mobile has been scheduled for April
12, 2013. MetroPCS stockholders of record as of the close of business on March
11, 2013 are entitled to vote at the Special Meeting. The combination is
expected to close shortly after the Special Meeting.
The MetroPCS board unanimously recommends that stockholders vote their shares
FOR all of the proposals relating to the proposed combination with T-Mobile by
returning the GREEN proxy card they will receive in due course with a "FOR"
vote for all proposals.The failure to vote or an abstention has the same
effect as a vote against the proposed combination. Because some of the
proposals required to close the proposed transaction require at least an
affirmative vote of a majority of all outstanding shares, MetroPCS
stockholders’ votes are important. If stockholders vote against the proposed
combination, there is no assurance that MetroPCS will be able to deliver the
same or better stockholder value.
The Company urges stockholders to discard any white proxy cards, which were
sent by a dissident stockholder. If a stockholder previously submitted a white
proxy card, the Company urges them to cast their vote as instructed on the
GREEN proxy card, which will revoke any earlier dated proxy card that was
submitted, including any white proxy card.
Stockholders who have questions or need assistance voting their shares should
contact the Company’s proxy solicitor, MacKenzie Partners, Inc. toll-free at
(800) 322-2885 or call collect at (212) 929-5500.
About Deutsche Telekom
Deutsche Telekom is one of the world’s leading integrated telecommunications
companies with more than 132 million mobile customers, over 32 million
fixed-network lines and 17 million broadband lines (as of December 31, 2012).
The Group provides products and services for the fixed network, mobile
communications, the Internet and IPTV for consumers, and ICT solutions for
business customers and corporate customers. Deutsche Telekom is present in
around 50 countries and has 230,000 employees worldwide. The Group generated
revenues of EUR 58.2 billion in the 2012 financial year – more than half of it
outside Germany (as of December 31, 2012).
About T-Mobile USA Inc.
Based in Bellevue, Wash., T-Mobile USA, Inc. is the U.S. wireless operation of
Deutsche Telekom AG (XETRA: DTE; OTCQX: DTEGY). By the end of the fourth
quarter of 2012, approximately 132.3 million mobile customers were served by
the mobile communication segments of the Deutsche Telekom group — 33.4 million
by T-Mobile USA — all via a common technology platform based on GSM and UMTS
and additionally HSPA+ 21/HSPA+ 42. T-Mobile USA’s innovative wireless
products and services help empower people to connect to those who matter most.
For more information, please visit http://www.T-Mobile.com. T-Mobile is a
federally registered trademark of Deutsche Telekom AG. For further information
on Deutsche Telekom, please visit www.telekom.de/investor-relations.
About MetroPCS Communications, Inc.
Dallas-based MetroPCS Communications, Inc. (NYSE: PCS) is a provider of no
annual contract, unlimited wireless communications service for a flat-rate.
MetroPCS is the fifth largest facilities-based wireless carrier in the United
States based on number of subscribers served. With Metro USA(SM), MetroPCS
customers can use their service in areas throughout the United States covering
a population of over 280 million people. As of December 31, 2012, MetroPCS had
approximately 8.9 million subscribers. For more information please visit
Additional Information and Where to Find It
This document relates to a proposed transaction between MetroPCS and Deutsche
Telekom. In connection with the proposed transaction, MetroPCS has filed with
the Securities and Exchange Commission (the “SEC”) an amended definitive proxy
statement. Security holders are urged to read carefully the amended definitive
proxy statement and all other relevant documents filed with the SEC or sent to
stockholders as they become available because they will contain important
information about the proposed transaction. All documents, when filed, will be
available free of charge at the SEC's website (www.sec.gov). You may also
obtain these documents by contacting MetroPCS' Investor Relations department
at 214-570-4641, or via e-mail at email@example.com. This
communication does not constitute a solicitation of any vote or approval.
Participants in the Solicitation
MetroPCS and its directors and executive officers will be deemed to be
participants in any solicitation of proxies in connection with the proposed
transaction. Information about MetroPCS' directors and executive officers is
available in MetroPCS' annual report on Form 10-K filed with the SEC on March
1, 2013. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, is contained in the amended definitive proxy
statement and other relevant materials filed with the SEC regarding the
proposed transaction. Investors should read the amended definitive proxy
statement carefully before making any voting or investment decisions.
Cautionary Statement Regarding Forward-Looking Statements
This document includes “forward-looking statements” for the purpose of the
“safe harbor” provisions within the meaning of the Private Securities
Litigation Reform Act of 1995, as amended. Any statements made in this
document that are not statements of historical fact, and statements about our
beliefs, opinions, projections, strategies, and expectations, are
forward-looking statements and should be evaluated as such. These
forward-looking statements often include words such as “anticipate,” “expect,”
“suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “views,”
“projects,” “should,” “would,” “could,” “may,” “become,” “forecast,” and other
similar expressions. Forward looking statements include statements regarding
the anticipated closing date for the transaction, the value the transaction
represents, the combined company will be the leading value carrier, and any
statements made regarding our strategy, prospects or future performance.
All forward-looking statements involve significant risks and uncertainties
that could cause actual results to differ materially from those in the
forward-looking statements, many of which are generally outside the control of
MetroPCS, Deutsche Telekom and T-Mobile and are difficult to predict. Examples
of such risks and uncertainties include, but are not limited to, the
possibility that the proposed transaction is delayed or does not close,
including due to the failure to receive the required stockholder approvals or
required regulatory approvals, the taking of governmental action (including
the passage of legislation) to block the proposed transaction, the failure to
satisfy other closing conditions, the possibility that the expected synergies
will not be realized, or will not be realized within the expected time period,
the significant capital commitments of MetroPCS and T-Mobile, global economic
conditions, fluctuations in exchange rates, competitive actions taken by other
companies, natural disasters, difficulties in integrating the two companies,
disruption from the transaction making it more difficult to maintain business
and operational relationships, actions taken or conditions imposed by
governmental or other regulatory authorities and the exposure to litigation.
Additional factors that could cause results to differ materially from those
described in the forward-looking statements can be found in MetroPCS' annual
report on Form 10-K, filed March 1, 2013, and other filings with the SEC
available at the SEC's website (www.sec.gov). The results for any prior period
may not be indicative of results for any future period.
The forward-looking statements speak only as to the date made, are based on
current assumptions and expectations, and are subject to the factors above,
among others, and involve risks, uncertainties and assumptions, many of which
are beyond our ability to control or ability to predict. You should not place
undue reliance on these forward-looking statements. MetroPCS, Deutsche Telekom
and T-Mobile do not undertake a duty to update any forward-looking statement
to reflect events after the date of this document, except as required by law.
For MetroPCS Communications, Inc.
Investor Relations Contacts:
Keith Terreri, Vice President - Finance & Treasurer
Jim Mathias, Director - Investor Relations
For Deutsche Telekom
+49 228 181 4949
+49 228 181 888 80
For T-Mobile USA
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