DEUTSCHE TELEKOM SUBMITS BEST, FINAL OFFER TO METROPCS

(The following is a reformatted version of a press release
issued by Deutsche Telekom AG and received via electronic mail.
The release was confirmed by the sender.) 
MEDIA INFORMATION 
Bonn, April 10, 2013 
Deutsche Telekom submits best and final offer to MetroPCS 
-Reduces size of DT shareholder loan by USD 3.8 billion
-Lowers interest rate on DT shareholder loan by 50 basis points
-Extends lock-up period on shares of combined company held by
Deutsche Telekom to 18 months after closing 
Deutsche Telekom AG (XETRA: DTE) today announced it has
submitted its best and final offer to MetroPCS Inc. (NYSE: PCS)
for the combination of its subsidiary T-Mobile USA with
MetroPCS. 
Under the terms of the current agreement between MetroPCS and
Deutsche Telekom, T-Mobile USA would be contributed to the
combined company with shareholder loans totaling USD 15 billion.
In its improved offer, Deutsche Telekom will reduce these
shareholder loans by USD 3.8 billion to USD 11.2 billion,
significantly increasing the equity value of the combined
company. 
Deutsche Telekom will also reduce the interest rate on the USD
11.2 billion of shareholder loans by 50 basis points. This lower
rate reflects the new capital structure of the combined company,
the improved capital markets environment in recent months, and
the interest rate level of MetroPCS newly issued USD 3.5 billion
of bonds priced in March. 
The lock-up period during which Deutsche Telekom is prohibited
from publicly selling shares in the combined company has also
been extended by 12 months to 18 months following closing of the
transaction. 
The remaining provisions of the original agreement between
MetroPCS and Deutsche Telekom remain unchanged, including: 
-A USD 1.5 billion aggregate cash payment to existing MetroPCS
shareholders. 
-The agreed ownership structure of the combined company, with 26
percent of the shares being held by current MetroPCS
shareholders and 74 percent by Deutsche Telekom. 
As Deutsche Telekom will fully consolidate the merged company,
the change in the capital structure has no impact on the Group’s
leverage. 
This improved offer underlines Deutsche Telekom’s commitment to
establishing a new, stronger competitor in the U.S. mobile
communications market that will offer customers a greater
selection of attractively priced products and services on a
best-in-class wireless network. The combined company will be
able to compete more aggressively with other U.S. mobile
operators based on its economies of scale, improved spectrum
position and additional financial resources. The planned
synergies and business plan remain unaffected by the amended
offer. The transaction is still expected to generate cost
synergies of approximately USD 6 to 7 billion (net present
value). 
The relevant U.S. authorities have already approved the merger
of MetroPCS and T-Mobile USA. These approvals are unaffected by
the improved offer. The transaction can close promptly upon
MetroPCS stockholder approval. 
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
fixed-network, mobile communications, Internet and IPTV products
and services for consumers, and ICT solutions for business and
corporate customers. Deutsche Telekom is present in some 50
countries and has 230,000 employees worldwide. The Group
generated revenue of EUR 58.2 billion in the 2012 financial year
- over half of it outside Germany (as of December 31, 2012). 
Deutsche Telekom AG
Corporate Communications 
Tel.: +49 (0) 228 181 - 4949
E-Mail: media@telekom.de 
Media representatives can find further information at
www.telekom.com/media and www.telekom.com/photos 
(kgt)NY 
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