/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

  oThe 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.
  oAnalysts 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

  oThe 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
  oLimited 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

  oThe 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
  oThe 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

  oA $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

  oThe 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;
  oThere 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
  oA 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

  oSignificantly enhanced operating flexibility would result from less
    leverage and a market-based capital structure; and
  oThe 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

  oAmong 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
  oThis 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

  oThe 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

  oPCS'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
 
Press spacebar to pause and continue. Press esc to stop.