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:
- Provides 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.[1]
- Creates 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:
- Allow the combined company to extend the MetroPCS brand into
unserved and underserved major metro areas;
- Facilitate the offering of a broad product portfolio, including
Apple's iPhone 5, iPhone 4S and iPhone 4 with favorable new
pricing;
- Generate substantial additional growth in the fast-growing no
contract space; and
- Provide 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.
- Follows 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:[2] '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)
Or
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 www.metropcs.com.
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 investor_relations@metropcs.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. 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 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.
[1] Net present value calculated with 9% discount rate and 38%
tax rate. Synergies are preliminary projections and subject to
change.
[2] Permission to use quotations neither sought nor
obtained.
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.