T-Mobile USA and MetroPCS Announce Board of Directors of Combined Company
Timotheus Hottges Named Chairman of the Board
BONN, Germany, BELLEVUE, Wash. and RICHARDSON, Texas, March 19, 2013
BONN, Germany, BELLEVUE, Wash. and RICHARDSON, Texas, March 19, 2013
/PRNewswire/ --Deutsche Telekom AG (XETRA: DTE; "Deutsche Telekom"),
T-Mobile USA, Inc. ("T-Mobile") and MetroPCS Communications, Inc. (NYSE: PCS;
"MetroPCS") today announced the members of the board of directors of the
combined company upon completion of the proposed combination of MetroPCS and
T-Mobile. This impressive and diverse group of individuals has a wide variety
of expertise, qualifications, attributes and skills, including corporate
governance and board service, executive management, finance and accounting,
private equity, operations, strategy, technology, investor relations,
telecommunications industry experience, and public service.
Under the Business Combination Agreement containing the terms of the proposed
combination, the board of directors of the combined company will have 11
members, including two current directors of MetroPCS and the Chief Executive
Officer of the combined company. Timotheus Hottges, currently Deputy Chief
Executive Officer and Chief Financial Officer of Deutsche Telekom, will serve
as Chairman of the Board.
The directors of the combined company's board, upon completion of the proposed
combination, will be as follows:
W. Michael Barnes (70) is a current director of MetroPCS. He has served on
the MetroPCS board since May 2004 and is the Chairman of MetroPCS' Audit
Committee. From 1968 to 2001, Mr. Barnes held several positions at Rockwell
International Corporation (now Rockwell Automation, Inc.), including Senior
Vice President, Finance & Planning and Chief Financial Officer from 1991
through 2001. Mr. Barnes has served as a director of Advanced Micro Devices,
Inc. since 2003.
Srikant Datar (59) is the Arthur Lowes Dickinson Professor at the Graduate
School of Business Administration at Harvard University. Before joining
Harvard's Business School in 1996, Mr. Datar worked as an accountant and
planner in industry, and as a professor at Carnegie Mellon University and
Stanford University. Mr. Datar's research expertise includes cost management,
productivity measurement, new product development, time-based competition,
incentives, and performance evaluation. Mr. Datar currently serves on the
board of directors of Novartis AG, where he is also the Chairman of the Audit
and Compliance Committee, and a member of the Chairman's Committee, the Risk
Committee and the Compensation Committee. Mr. Datar is also a member of the
boards of directors of ICF International Inc, where he is a member of the
Corporate Governance and Nominating Committee; Stryker Corp, where is a member
of the Audit and Finance Committees; and HCL Technologies, where he is a
member of the Compensation Committee.
Lawrence H. Guffey (45) is a Senior Managing Director in Blackstone's Private
Equity Group, where he leads the firm's media and communications investment
activities and has day-to-day responsibility for management of Blackstone
Communications Advisors. Since joining Blackstone in 1991, Mr. Guffey has led
or co-led Blackstone's efforts in virtually all media and
communications-related investments. Mr. Guffey presently serves on the boards
of Axtel S.A. de C.V. and Deutsche Telekom A.G. (supervisory board). Mr.
Guffey previously served on the board of directors of Centennial
Communications Corp., Comnet Cellular Inc., US Radio Corp, Cineworld Group
Plc, New Skies Satellite NV and TDC AS.
Timotheus Hottges (50) will serve as Chairman of the Board of the combined
company. He is currently Deputy Chief Executive Officer and Chief Financial
Officer of Deutsche Telekom and has been a member of the Board of Management
of Deutsche Telekom AG responsible for Finance and Controlling since 2009.
From December 2006 until his appointment as Chief Financial Officer, he was
the Group Board of Management member responsible for the T-Home unit. In this
position, he oversaw the fixed-network and broadband business, as well as
integrated sales and service in Germany. Under his leadership, T-Home led the
market in DSL customer additions and launched Entertain, an Internet TV
service, into a mass-market product while stabilizing profitability. After
implementing various cost-cutting programs at T-Home and in the European
mobile communications subsidiaries, Mr. Hottges became responsible for the
Group-wide Save for Service efficiency enhancement program. From 2005 to
2009, Mr. Hottges headed European operations as a member of the Board of
Management, T-Mobile International. Prior to that, he was Managing Director,
Finance and Controlling and Chairman of the Managing Board of T-Mobile
Deutschland. Mr. Hottges studied business administration at Cologne
University, after which he spent three years with a business consulting
company, latterly as a project manager. At the end of 1992, he moved to the
VIAG Group in Munich. He became divisional manager in 1997 and, later, a
member of the extended management board responsible for controlling, corporate
planning, and mergers and acquisitions. As project manager, he played a
central role in the merger of VIAG AG and VEBA AG to form E.ON AG, which
became effective on September 27, 2000.
Raphael Kubler (50) is a Senior Vice President Group Controlling at Deutsche
Telekom AG where he is responsible for the financial planning, analysis and
steering of the overall Deutsche Telekom Group as well as the financial
management of central headquarters and shared services of the Deutsche Telekom
Group, a position he has held since 2009. From 2003 to 2009, Mr. Kubler
served as Chief Financial Officer of T-Mobile Deutschland GmbH, the mobile
operations of Deutsche Telekom AG in Germany, where he executed various cost
reduction programs, developed value-based steering mechanisms for sales and
market investments, and implemented a new service oriented culture in all
customer facing finance operations. Mr. Kubler presently serves on the boards
of T-Systems International, where he is a member of the Supervisory Board and
Chairman of the Audit Committee; T-Mobile USA, Inc.; and Deutsche Telekom
Kundenservices GmbH, the customer services subsidiary of Deutsche Telekom AG,
where he is a member of the Supervisory Board.
Thorsten Langheim (46) is Senior Vice President of Group Development and M&A
at Deutsche Telekom AG. Since joining Deutsche Telekom in 2009, he has been
responsible for Deutsche Telekom AG's Global M&A and Strategic Portfolio
Management activities. Between 2004 and 2009, Mr. Langheim was a Managing
Director at the Blackstone Private Equity Group with a primary focus on
Blackstone's private equity investment activities in Germany. Between 1995
and 2004, Mr. Langheim worked as an M&A Investment Banker. He has been Vice
President in the European M&A Execution Group of J.P. Morgan in London
focusing on pan European and German M&A transactions in various sectors. Mr.
Langheim is a member of the Supervisory Board of Scout24. Previously, Mr.
Langheim served on the boards of Sulo Gruppe, Gerresheimer Glas AG, Kabel
Baden Wurttemberg GmbH, STRATO AG and T-Venture Holding GmbH.
John J. Legere (54) joined T-Mobile in September 2012 as President and Chief
Executive Officer with over 32 years' experience in the U.S. and global
telecommunications and technology industries. Prior to joining T-Mobile, Mr.
Legere served as CEO of Global Crossing Limited, where he successfully
transformed the company to become a leading provider of IP services worldwide.
Before this, he was CEO of Asia Global Crossing, originally a Microsoft
Corporation, Softbank Corp., and Global Crossing joint venture. Previously,
he served as President of Dell Computer Corporation's operations in Europe,
the Middle East, Africa, and the Asia-Pacific region. Mr. Legere also worked
at AT&T for 18 years in a number of senior positions, including President of
AT&T Asia Pacific, President of AT&T Solutions Outsourcing Unit, and head of
global strategy and development. He began his career at New England Telephone
in 1980. Mr. Legere received a Bachelor's degree in Business Administration
from the University of Massachusetts, and a Master of Science degree as an
Alfred P. Sloan Fellow at the Massachusetts Institute of Technology.
Additionally, he received his Master of Business Administration degree from
Fairleigh Dickinson University (FDU) and completed Harvard's Program for
Management Development (PMD).
Rene Obermann (50) has been serving as Chief Executive Officer of Deutsche
Telekom AG since November 2006. Mr. Obermann joined the Deutsche Telekom
Group in 1998. In 2000, Mr. Obermann became Chief Executive Officer of
T-Mobile Deutschland and assumed additional responsibility for the European
business of T-Mobile International AG & Co. KG one year later. From the end of
2002 to 2006, he served as Chief Executive Officer of T-Mobile International
AG & Co. KG. Mr. Obermann presently serves on the boards of the following
companies: Deutsche Telekom AG (Board of Management), E.ON AG (Supervisory
Board), T-Mobile USA Inc. (Chairman), and T-Systems International GmbH
(Chairman of the Supervisory Board), a subsidiary of Deutsche Telekom AG.
James N. Perry, Jr. (52) is a current director of MetroPCS. He has served on
the Board since November 2005 and is the Chairman of MetroPCS' Nominating and
Corporate Governance Committee and a member of MetroPCS' Audit and Finance and
Planning Committees. Mr. Perry is a Managing Director of Madison Dearborn
Partners, LLC, a Chicago-based private equity investing firm. He specializes
in investing in companies in the communications industry. Prior to
co-founding Madison Dearborn Partners in 1992, Mr. Perry spent eight years
with First Chicago Venture Capital. Mr. Perry also serves on the boards of
several private companies and non-profit organizations, including New Asurion
Corporation, Sorenson Communications, Inc., The Topps Company, Inc., Univision
Communications, Inc., the Chicago Public Media board and the School Board of
the Archdiocese of Chicago. Mr. Perry previously served on the board of
directors of Nextel Partners from July 2003 to June 2006.
Teresa A. Taylor (49) has served as the Chief Executive Officer of Blue Valley
Advisors, LLC since 2011. From 2009 to 2011, Ms. Taylor was the Chief
Operating Officer of Qwest Communications, Inc. Ms. Taylor joined Qwest in
1988 and held a number of management positions of increasing responsibility,
including Executive Vice President- Business Markets Group, Executive Vice
President and Chief Administrative Officer, Executive Vice President-
Wholesale Markets, and Executive Vice President- Product and Pricing. Ms.
Taylor serves on the board of directors of NiSource, Inc. and First Interstate
BancSystem, Inc. She also serves as an executive advisor to Governor
Hickenlooper of Colorado, assisting the Office of Economic Development and
Kelvin R. Westbrook (57) is President and Chief Executive Officer of KRW
Advisors, LLC, a privately-held company providing consulting and advisory
services in the telecommunications, media and other industries. Mr. Westbrook
has served in this capacity since September 2007. Before founding KRW
Advisors, LLC, Mr. Westbrook founded Millennium Digital Media Systems, LLC, a
broadband telecommunication services company, and held several executive
positions at the company from 1997 to 2007, including Chairman and Chief
Strategic Officer and President and Chief Executive Officer. Mr. Westbrook
also founded and served as the President and Chairman of LEB Communications,
Inc., an affiliate of Charter Communications, and as Executive Vice President
of Charter Communications with responsibility for operations in St. Louis and
several other regions of the country. Earlier in his career Mr. Westbrook was
a Partner in the national law firm of Paul, Hastings, Janofsky & Walker (now
Paul Hastings, LLP) in New York City, where he specialized in mergers and
acquisitions and corporate finance and served as Co-Chair of its
Telecommunications Practice Group. Mr. Westbrook is a member of the boards of
Archer Daniels Midland Company, Camden Property Trust, and Stifel Financial
Corp. Mr. Westbrook previously served on the board of Angelica Corporation
from 2001 to 2008.
A Special Meeting of MetroPCS stockholders (the "Special Meeting") 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
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 their GREEN proxy card with a "FOR" vote for all proposals. Because
some of the proposals required to close the proposed transaction require at
least an affirmative vote of a majority of all outstanding shares, the votes
of all of MetroPCS' stockholders are important. The failure to vote or an
abstention will have the same effect as a vote against the proposed
combination. If stockholders vote against the proposed combination, there is
no assurance that MetroPCS will be able to deliver the same or better
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 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 in 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.
If stockholders have any questions or need assistance with voting their GREEN
proxy card, please contact the Company's proxy solicitor, MacKenzie Partners,
at the phone numbers listed below.
105 Madison Avenue
New York, NY 10016
(212) 929-5500 (call collect)
TOLL-FREE (800) 322-2885
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. Multiple independent research studies continue to rank T-Mobile USA
among the highest in numerous regions throughout the U.S. in wireless customer
care and call quality.
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 are, and 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 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. For Deutsche Telekom
Investor Relations Contacts: +49 228 181 4949
Keith Terreri, Vice President - Finance & firstname.lastname@example.org
Jim Mathias, Director - Investor Relations or
214-570-4641 +49 228 181 888 80
For T-Mobile USA
SOURCE MetroPCS Communications, Inc.; T-Mobile USA; Deutsche Telekom
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