P. Schoenfeld Asset Management Issues Letter To MetroPCS Shareholders

    P. Schoenfeld Asset Management Issues Letter To MetroPCS Shareholders

-- Strongly Urges Shareholders to Vote Against Proposed Transaction

-- Retains Independent Financial Advisor to Evaluate Transaction

-- Plans to Issue White Paper in Coming Days

PR Newswire

NEW YORK, March 14, 2013

NEW YORK, March 14, 2013 /PRNewswire/ --P. Schoenfeld Asset Management LP
("PSAM") today issued a letter to all shareholders of MetroPCS Communications
Inc. ("PCS") communicating its strong opposition to the proposed MetroPCS and
T-Mobile USA ("T-Mobile") transaction on the basis that:

1.The transaction does not provide full and fair value to PCS shareholders;
2.The deal is irresponsibly and inefficiently structured; and
3.There are more attractive options for PCS to consider other than the
    T-Mobile deal, including continuing on a stand-alone basis.

PSAM plans to publish a detailed white paper in the coming days outlining its
analysis of the MetroPCS/T-Mobile transaction and arguments against the deal
so that all PCS shareholders can have access to full information when voting
on the transaction at the PCS Special Meeting on April 12, 2013.

Full text of the letter follows.

*********

March 14, 2013

To our Fellow MetroPCS Shareholders:

P. Schoenfeld Asset Management ("PSAM"), together with our investment advisory
clients, are significant shareholders of MetroPCS Communications, Inc.
("MetroPCS" or the "Company") with an aggregate position of over 9,230,000
shares – representing almost $100 million in value at current prices. As we
have expressed before, we are strongly opposed to the proposed combination
between MetroPCS and T-Mobile (the "TM Deal" or the "Transaction"). The
Transaction, under its current terms, is grossly unfair to MetroPCS
shareholders and is irresponsibly and inefficiently structured. Most
importantly, it does not represent full and fair value for our collective
investment in the Company. We have been heartened to see that other major
shareholders, including Paulson & Co. Inc. ("Paulson"), the largest MetroPCS
shareholder, owning 36.3 million shares or 9.9% of the shares outstanding as
of the record date, intend to also vote against the TM Deal.

PSAM WILL SOON ISSUE A WHITE PAPER ON THE TRANSACTION

Given the lack of independent and current analysis available to shareholders,
we felt it appropriate to retain an independent financial advisor, Houlihan
Lokey, to assist us in evaluating the TM Deal. We are preparing a "white
paper" that will make an overwhelming and compelling case to vote AGAINST the
TM Deal and the proposals that will be considered at the Special Meeting to be
held on April 12, 2013 (the "Special Meeting"). We intend to share this white
paper with all our fellow shareholders over the next few business days.

The MetroPCS letter released yesterday that was signed by the Company's
Chairman, Roger Linquist, gives a highly distorted view of the Transaction and
only strengthens our conviction that the TM Deal is a grossly unfair deal for
PCS shareholders and should be voted down. We believe that there are
significantly more attractive alternatives available to the Company in the
current M&A, financing and industry environment. A "stand-alone" scenario is
also materially more attractive than the TM Deal, which does not provide
shareholders any deal premium upon a change of control.

We note that MetroPCS Chairman Roger Linquist recently sold approximately $20
million in PCS shares (representing approximately 28% of his share position in
PCS) despite recently signing shareholder letters that communicated an
expected post-transaction PCS share value that is 65-85% higher than the
prices at which his recent sales occurred. If Linquist is so confident the
Company will achieve these projected, pro forma share values in the near
future, why is he selling and not buying PCS shares?

The terms in the TM Deal, including (i) the equity split, (ii) the amount of
debt held by T-Mobile's affiliate, Deutsche Telekom (iii) the cost of the
intercompany debt, (iv) the senior but unsecured nature of the debt and (v)
the excessive fees, royalties and other payments to Deutsche Telekom/T-Mobile
are all off-market and patently unfair to our shareholders. In short, it is
clear to us that the poorly structured Transaction, which leaves MetroPCS
shareholders in a precarious position with poor governance, should be rejected
by PCS shareholders in favor of a well managed and competitively positioned
company that is able to freely explore standalone and strategic options that
create real value for its shareholders.

We filed an amended proxy statement with the SEC yesterday to solicit MetroPCS
Shareholders to reject the T-Mobile Deal by voting AGAINST the Special Meeting
Proposals using the WHITE CARD provided with your proxy materials.

We look forward to our continued communications with all of you in the days
and weeks ahead.

Sincerely,

The PSAM Team





On March 12, 2013, P. Schoenfeld Asset Management LP, P. Schoenfeld Asset
Management GP LLC and Peter M. Schoenfeld (collectively, the "PSAM Group")
filed with the Securities and Exchange Commission (the "SEC") a definitive
proxy statement (the "Definitive Proxy Statement") relating to the
solicitation of proxies by the PSAM Group from shareholders of MetroPCS
Communications, Inc. ("MetroPCS") in connection with the special meeting of
shareholders to be held on April 12, 2013 to vote upon matters relating to the
proposed combination of MetroPCS with T-Mobile USA, Inc. SHAREHOLDERS OF
METROPCS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS
FILED WITH THE SEC RELATING TO SUCH SOLICITATION CAREFULLY IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO
THE PARTICIPANTS IN SUCH SOLICITATION. The Definitive Proxy Statement and form
of WHITE proxy card will be furnished to some or all of the shareholders of
MetroPCS and will, along with other relevant documents filed with the SEC, be
available free of charge at the SEC's website athttp://www.sec.gov. In
addition, the PSAM Group will provide copies of the Definitive Proxy Statement
and accompanying WHITE proxy card without charge upon request.

About PSAM
P. Schoenfeld Asset Management LP (together with its affiliates, "PSAM") was
founded by Peter M. Schoenfeld and has been providing investment advisory
services since 1997. PSAM invests on behalf of its clients in both equity and
credit securities in global event driven opportunities, including:
international consolidations, corporate restructurings, spin-offs,
divestitures, and stressed and distressed credits. PSAM has offices in New
York and London, which are registered with the SEC and authorised and
regulated by the FSA, respectively.

For Investor Inquiries:
Arthur Crozier/Scott Winter
Innisfree M&A Incorporated
(212) 750-5833

For Media Inquiries:
Steve Bruce/Catherine Jones
ASC Advisors
(203) 992-1230

SOURCE P. Schoenfeld Asset Management LP
 
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