MetroPCS Shareholder Seeks Proxies to Oppose T-Mobile USA Merger

P. Schoenfeld Asset Management LP, which represents about 2 percent of MetroPCS Communications Inc. shares, took steps to ask other investors to oppose the phone company’s merger with Deutsche Telekom AG’s T-Mobile USA.

P. Schoenfeld Asset Management, which said its clients own 8.3 million MetroPCS shares, filed preliminary proxy materials with the U.S. Securities and Exchange Commission on Feb. 15 in order to solicit proxies in opposition of the transaction, according to an e-mailed statement today.

Deutsche Telekom in October agreed to merge T-Mobile with MetroPCS in exchange for a 74 percent stake in the combined entity, boosting resources to help T-Mobile compete with market leaders Verizon Wireless and AT&T Inc. The companies have said they expect the deal to be completed in the second quarter, following approval by MetroPCS shareholders. P. Schoenfeld Asset Management last week gained an ally in Paulson & Co., whose 8.7 percent stake at the end of 2012 made it the biggest shareholder in the pre-paid wireless operator.

The new company “is not appropriately and fairly capitalized,” while the interest rate on a shareholder loan from Deutsche Telekom is “far above market” given its anticipated credit rating, and “the exchange ratio is unfair to PCS stockholders,” P. Schoenfeld Asset Management said in the statement.

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