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MetroPCS Announces Stockholder Approval of Proposed Combination with T-Mobile USA

MetroPCS Announces Stockholder Approval of Proposed Combination with T-Mobile
                                     USA

PR Newswire

RICHARDSON, Texas, April 24, 2013

RICHARDSON, Texas, April 24, 2013 /PRNewswire/ --MetroPCS Communications,
Inc. (NYSE: PCS; "MetroPCS" or the "Company") announced today that MetroPCS'
stockholders overwhelmingly voted to approve all of the proposals required for
closingthe proposedcombination with T-Mobile USA, Inc. ("T-Mobile"). With
today's approval of the proposals by MetroPCS' stockholders, all requisite
approvals required tocomplete the proposed combination have been received.
The proposed combination is expected to becompleted after the close of
business on April 30, 2013.

"We are pleased with the outcome of today's vote and thank all of our
stockholders for their support," said Roger D. Linquist, Chairman and Chief
Executive Officer of MetroPCS. "Our combination with T-Mobile will create the
value leader in the U.S. wireless marketplace, and we are confident that the
combination of these two outstanding businesses is the best outcome for
MetroPCS and our stockholders and will maximize stockholdervalue. We look
forward to completing the combination shortly and delivering compelling value
to the stockholders and customers of the combined company."

Upon completion of the proposed combination, MetroPCS' stockholders of record
as of the close of business on the closing date, which is expected to be April
30, 2013,will receive an immediate $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.

Approximately 86.21% of MetroPCS' total outstanding shares of common stock as
of the March 11, 2013 record date for the Special Meeting were voted.
MetroPCS had 369,882,190 shares of common stock outstanding as of the record
date for the Special Meeting.The full results are below:

  oProposal 1 - The Stock Issuance Proposal: A proposal to approve the stock
    issuance of MetroPCS common stock to Deutsche Telekom in connection with
    the proposed combination.

For         Against    Abstain
296,521,190 21,194,467 854,123

  oProposal 2 - The Recapitalization Proposal: A proposal to approve the
    Fourth Amended and Restated Certificate of Incorporation of MetroPCS to
    effect the recapitalization that will incur in connection with the
    proposed combination.

For         Against    Abstain
296,524,154 21,177,792 859,832

  oProposal 3 - The Declassification Proposal: A proposal to approve the
    Fourth Amended and Restated Certificate of Incorporation of MetroPCS to
    declassify the MetroPCS board with all members of the MetroPCS board being
    elected annually.

For         Against    Abstain
301,128,477 16,600,684 840,619

  oProposal 4 - The Deutsche Telekom Director Designation Proposal: A
    proposal to approve the Fourth Amended and Restated Certificate of
    Incorporation of MetroPCS to provide that, so long as Deutsche Telekom
    beneficially owns 10% or more of the outstanding combined company's common
    stock, Deutsche Telekom will have the right to designate a number of
    individuals to the combined company's board and any committees thereof
    equal to the percentage of the combined company's common stock
    beneficially owned by Deutsche Telekom multiplied by the number of
    directors on the combined company's board.

For         Against    Abstain
295,661,550 22,069,434 841,396

  oProposal 5 - The Director Removal Proposal: A proposal to approve the
    Fourth Amended and Restated Certificate of Incorporation of MetroPCS to
    provide that any MetroPCS director (other than a director designated by
    Deutsche Telekom, who may not be removed without the prior written consent
    of Deutsche Telekom) may be removed from office at any time, with or
    without cause, by the affirmative vote of the holders of at least a
    majority of the voting power of all of the outstanding shares of MetroPCS'
    capital stock entitled to elect such director, voting separately as a
    class, at a duly organized meeting of stockholders or by written consent.

For         Against    Abstain
288,993,635 28,715,023 861,122

  oProposal 6 - The Deutsche Telekom Approvals Proposal: A proposal to
    approve the Fourth Amended and Restated Certificate of Incorporation of
    MetroPCS to grant Deutsche Telekom approval rights with respect to the
    combined company's ability to take certain actions without Deutsche
    Telekom's prior written consent as long as Deutsche Telekom beneficially
    owns 30% or more of the outstanding shares of the combined company's
    common stock.

For         Against    Abstain
290.845,683 26,861,306 862,611

  oProposal 7 - The Calling of Stockholder Meeting Proposal: A proposal to
    approve the Fourth Amended and Restated Certificate of Incorporation of
    MetroPCS to provide that a special meeting of the combined company's
    stockholders (a)may be called by the chairman of the combined company's
    board or the combined company's chief executive officer and (b)must be
    called by the combined company's secretary at the request of (1)a
    majority of the combined company's board or (2)as long as Deutsche
    Telekom beneficially owns 25% or more of the outstanding shares of
    combined company's common stock, the holders of not less than 33-1/3% of
    the voting power of all of the outstanding voting stock of the combined
    company entitled to vote generally for the election of directors.

For         Against    Abstain
300,659,064 17,063,740 846,976

  oProposal 8 - The Action by Written Consent Proposal: A proposal to
    approve the Fourth Amended and Restated Certificate of Incorporation of
    MetroPCS to provide that, as long as Deutsche Telekom beneficially owns
    25% or more of the outstanding shares of the combined company's common
    stock, any action required or permitted to be taken at any annual or
    special meeting of the combined company's stockholders may be taken
    without a meeting, without prior notice and without a vote, if a consent
    or consents in writing setting forth the action so taken is signed by the
    holders of outstanding stock having not less than the minimum number of
    votes that would be necessary to authorize or take such action at a
    meeting at which all shares entitled to vote thereon were present and
    voted.

For         Against    Abstain
280,180,164 37,530,330 859,356

  oProposal 9 - The Bylaw Amendments Proposal: A proposal to approve the
    Fourth Amended and Restated Certificate of Incorporation of MetroPCS to
    provide that the combined company's bylaws may be amended upon the
    affirmative vote of the holders of shares having a majority of the
    combined company's voting power.

For         Against    Abstain
285,328,261 32,364,410 877,109

  oProposal 10 - The Governing Law and Exclusive Forum Proposal: A proposal
    to approve the Fourth Amended and Restated Certificate of Incorporation of
    MetroPCS to provide that the Fourth Amended and Restated Certificate of
    Incorporation and the internal affairs of the combined company will be
    governed by and interpreted under the laws of the State of Delaware and
    the Court of Chancery of the State of Delaware will be the sole and
    exclusive forum for (a)any derivative action brought on behalf of the
    combined company, (b)any action asserting a claim of breach of a
    fiduciary duty owed by any director, officer or other employee of the
    combined company to the combined company or its stockholders, (c)any
    action asserting a claim arising pursuant to any provision of the General
    Corporation Law of the State of Delaware, the Fourth Amended and Restated
    Certificate of Incorporation or the new bylaws, or (d)any other action
    asserting a claim arising under, in connection with, and governed by the
    internal affairs doctrine.

For         Against    Abstain
289,266,185 28,418,980 884,615

  oProposal 11 - The Change in Control Payments Proposal: A proposal to
    approve, on a non-binding, advisory basis, the compensation that may be
    paid or become payable to MetroPCS' named executive officers based on, or
    otherwise relating to, the proposed combination.

For         Against     Abstain
185,111,181 131,468,927 1,989,633

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
www.metropcs.com.

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, future free cash
flows of the combined company, projected valuation and valuation modeling, the
positioning of the combined company versus its competitors, compelling terms
and nature of the proposed combination, value of the proposed combination to
MetroPCS stockholders, the success of the combined company, compliance, and
other statements regarding the combined company's strategies, prospects,
projected results, plans, 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, 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.

Investor Relations Contacts:
Keith Terreri, Vice President - Finance & Treasurer
Jim Mathias, Director - Investor Relations
214-570-4641
investor_relations@metropcs.com

SOURCE MetroPCS Communications, Inc.