/C O R R E C T I O N -- P. Schoenfeld Asset Management LP (PSAM)/
/C O R R E C T I O N -- P. Schoenfeld Asset Management LP (PSAM)/
PR Newswire
NEW YORK, March 18, 2013
In the news release, "P. Schonefeld Asset Management Issues White Paper On
MetroPCS/T-Mobile Transaction," issued March 18, 2013 by P. Schoenfeld Asset
Management LP (PSAM) over PR Newswire, we are advised by the company that "P.
Schoenfeld Asset Management" was previously misspelled in the release and has
now been corrected. The complete, corrected release follows:
P. Schoenfeld Asset Management Issues White Paper On MetroPCS/T-Mobile
Transaction
NEW YORK, March 18, 2013 /PRNewswire/ -- P. Schoenfeld Asset Management LP
("PSAM") issued a white paper today that provides detailed analysis of the
proposed MetroPCS Communications, Inc. ("PCS") and T-Mobile USA,
Inc. ("T-Mobile") transaction (the "Proposed T-Mobile Transaction"), and
outlines for all MetroPCS shareholders an overwhelming case for why it is in
the best interests of PCS shareholders to vote against the Proposed T-Mobile
Transaction. PSAM's white paper will be filed with the Securities and
Exchange Commission ("SEC") later today.
Following are excerpts from the PSAM white paper. To read PSAM's white paper
in its entirety and a more detailed description of the arguments below, please
go to the following link: www.innisfreema.com/pcs.
PROPOSED T-MOBILE TRANSACTION DOES NOT PROVIDE FULL AND FAIR VALUE TO PCS
SHAREHOLDERS
A Standalone PCS is a viable and attractive alternative to the Proposed
T-Mobile Transaction
o The standalone alternative yields superior value to PCS shareholders, even
without a revised offer from Deutsche Telekom AG ("DT") or another buyer
surfacing. Standalone does not mean standstill.
o Analysts agree that PCS is worth more as a standalone company than
combined with T-Mobile.
Equity split does not reflect PCS's strong recent performance and does not
provide the value PCS shareholders deserve
o The proposed equity split, allocating 26% of the proposed combined
PCS/T-Mobile post transaction (the "Combined Company") to PCS
shareholders, is patently unfair to PCS shareholders, does not reflect
recent exceptionally strong performance by PCS, and is based on stale and
overly conservative PCS projections, according to PCS's own proxy
statement; and
o Limited discussions occurred with third parties and potential acquirors
over an extended period of time, and no coordinated process has occurred
in the present M&A, financing and industry environment to assure PCS
shareholders that the Proposed T-Mobile Transaction maximizes PCS
shareholder value.
Deal unfairly favors Deutsche Telekom, creates serious conflicts of interest
and violates good corporate governance
o The transaction unfairly favors DT, offering unequal downside protection
with their $15 billion creditor position, 74% of the equity of the
Combined Company, and control of the Combined Company's Board and
management – representing, as a whole, serious conflicts of interest and
violations of good corporate governance; and
o The transaction process conducted by PCS was not designed to obtain the
highest value for all PCS shareholders and the terms of the Proposed
T-Mobile transaction do not provide any control premium to PCS
shareholders – despite an unequivocal sale of control to DT.
$1.5 billion spectrum acquisition deduction charged to PCS is not appropriate
o A $1.5 billion spectrum acquisition deduction charged to PCS is not
appropriate or consistent for the contribution analysis, and no details
have been provided by PCS regarding this significant capital expenditure.
THE DEAL IS IRRESPONSIBLY AND INEFFICIENTLY STRUCTURED
Proposed capital structure of the Combined Company transfers value from PCS
shareholders to DT and places excess risk on PCS shareholders
o The proposed capital structure is neither appropriate nor fair to PCS
shareholders. It transfers value from PCS shareholders to DT and places
excess ongoing risk on PCS shareholders;
o There are multiple hidden transfers of significant value to DT, including
above market interest rates on the $15 billion of intercompany debt to be
issued by the Combined Company to DT ("the "DT Notes"); and
o A capital structure with no secured debt is not remotely optimal, is
highly expensive and unfairly favors the Combined Company's largest
creditor, DT.
Combined Company will be over leveraged
o Significantly enhanced operating flexibility would result from less
leverage and a market-based capital structure; and
o The DT notes have onerous call provisions and a substantial make-whole
premium on the Combined Company and, as a result, limit future refinancing
options.
Tremendous lack of transparency regarding the Proposed T-Mobile Transaction
o Among many other issues detailed in our analysis, there has been no
clarity regarding the suggested $1.5 billion PCS spectrum investment and
its impact on the equity split, the source and rationale for the synergies
valued at $6-$7 billion, the identity of 8 of the 11 directors of the
Combined Company Board post-closing, and various other material items; and
o This pervasive lack of transparency places PCS shareholders at a
significant disadvantage in objectively evaluating the merits of the
transaction.
THE ALTERNATIVES TO THE PROPOSED T-MOBILE TRANSACTION ARE MORE ATTRACTIVE AND
OFFER BETTER DOWNSIDE PROTECTION
o The value of PCS's spectrum portfolio and the alternative of operating as
a mobile virtual network provide downside protection.
The market is clearly and strongly voting against the transaction and so
should you
o PCS's stock price is down more than 24% since the announcement of the
proposed transaction on October 3, 2012, and is trading at a significant
discount to the PCS standalone values presented by PCS and its own
financial advisors. The market is clearly voting "AGAINST" the proposed T-
Mobile transaction.
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 stockholders of MetroPCS
Communications, Inc. ("MetroPCS") in connection with the special meeting of
stockholders to be held on April 12, 2013 to vote upon matters relating to the
proposed combination of MetroPCS with T-Mobile USA, Inc. STOCKHOLDERS 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 stockholders of
MetroPCS and will, along with other relevant documents filed with the SEC, be
available free of charge at the SEC's website at http://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 (PSAM)
Website: http://www.innisfreema.com/pcs
Sponsored Links
Advertisement
Advertisements
Sponsored Links
Advertisement
Rate this Page