MetroPCS Comments on ISS Report
Egan-Jones Recommends MetroPCS Stockholders Vote FOR Proposed Combination with
MetroPCS Urges Stockholders to Vote FOR Proposed Combination with T-Mobile USA
DALLAS, March 28, 2013
DALLAS, March 28, 2013 /PRNewswire/ --MetroPCS Communications, Inc. (NYSE:
PCS; "MetroPCS" or the "Company") today commented on Institutional Shareholder
Services' ("ISS") recent report regarding the Company's proposed combination
with T-Mobile USA, Inc. ("T-Mobile") and announced that Egan-Jones, an
independent proxy advisory firm, has recommended that MetroPCS stockholders
vote FOR the proposed combination with T-Mobile.
"Although we are pleased that ISS recognizes the thoroughness of the process
undertaken by the MetroPCS board of directors, we strongly believe that ISS'
report contains material flaws and reaches the wrong conclusion. While we are
disappointed in ISS' report, we are gratified that Egan Jones' recommendation
supports our belief that this proposed combination is the best strategic
alternative for the company and its stockholders and will maximize value for
MetroPCS' stockholders. If stockholders vote against the proposed
combination, MetroPCS stockholders will not enjoy its compelling benefits,
which could lead to a loss of value for MetroPCS stockholders, and there is no
assurance that MetroPCS will be able to deliver the same or better stockholder
value. The proposed combination:
oProvides Compelling Economic Terms for MetroPCS' Stockholders: The
proposed combination will provide MetroPCS' stockholders with a $1.5
billion aggregate cash payment, or approximately $4.06 per share (prior to
the reverse stock split that will occur in connection with the closing of
the proposed combination), as well as an approximate 26% ownership stake
in the combined company that allows MetroPCS stockholders to participate
in the expected significant equity upside of the combined company and the
significant $6-7 billion of net present value synergies.
oCreates the Value Leader in U.S. Wireless: The combined company will be
well-capitalized and well-positioned to compete effectively with large
national carriers as the premier challenger in the U.S. wireless
marketplace. The proposed combination will:
oAllow the combined company to extend the MetroPCS brand into unserved
and underserved major metro areas;
oFacilitate the offering of a broad product portfolio, including
Apple's iPhone 5, iPhone 4S and iPhone 4 with favorable new pricing;
oGenerate substantial additional growth in the fast-growing no
contract space; and
oProvide significant spectrum with a path to at least 20x20 MHz 4G LTE
in approximately 90% of the top 25 U.S. metro areas by 2014+ for a
fast, reliable and robust nationwide 4G LTE network.
oFollows a Thorough and Extensive, Multi-Year Process by a Highly
Experienced Board and Management Team: The proposed combination with
T-Mobile follows a thorough and extensive, multi-year process by the
MetroPCS board and management team, who have an in-depth understanding of
the wireless industry landscape and the benefit of many years of
experience both with MetroPCS and other industry participants, to explore
all strategic and financial alternatives – including remaining a
standalone company. The MetroPCS board and management team are confident
that the proposed combination is the best strategic alternative for the
Company and our stockholders. Even ISS agrees – In its March 27, 2013
report, ISS states:'PCS' exploration of strategic alternatives appears
to have been thorough. The company participated in numerous auctions in
search of spectrum and engaged with at least 8 potential strategic
partners. Management determined combining with T-Mobile is the PCS' best
strategic alternative at the current time—it is also the only offer on the
table at the current time.'
The MetroPCS board unanimously recommends that stockholders vote FOR the
proposed combination at the upcoming MetroPCS Special Meeting of stockholders
on April 12, 2013."
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 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 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 combination require at least an affirmative vote of a majority of all
outstanding shares, the vote of every MetroPCS stockholder is important.
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.
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 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 firstname.lastname@example.org.
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. These forward-looking statements include, among others,
statements about the benefits of the proposed combination, the prospects,
value and value creation capability of the combined company, compelling terms
and nature of the proposed combination, future expansion of the MetroPCS brand
into new areas, whether metro areas are unserved or underserved, benefits to
MetroPCS customers, value of the proposed combination to MetroPCS
stockholders, future MetroPCS stock prices, expected growth in the no contract
space, customer perceptions of the combined company's service, projected cost
synergies and the combined company's ability to achieve them, ability of the
combined company to compete, the combined company's spectrum position, the
combined company's competitive position, impact of the proposed combination on
LTE roll-out and benefits of LTE network, and other statements regarding the
combined company's strategies, prospects, projected results, plans, or future
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.
 Net present value calculated with 9% discount rate and 38% tax rate.
Synergies are preliminary projections and subject to change.
 Permission to use quotations neither sought nor obtained.
Investor Relations Contacts:
Keith Terreri, Vice President - Finance & Treasurer
Jim Mathias, Director - Investor Relations
SOURCE MetroPCS Communications, Inc.
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