RICHARDSON, Texas, April 15, 2013 /PRNewswire/ -- MetroPCS
Communications, Inc. (NYSE: PCS; "MetroPCS" or the "Company") today
announced that the MetroPCS board of directors unanimously
approved, and the Company has entered into, an amendment, which
amends certain terms of the business combination agreement, dated
October 3, 2012 (as previously
amended, "the business combination agreement"), with, among others,
Deutsche Telekom AG ("DT"), to combine MetroPCS with T-Mobile
USA ("T-Mobile") (the "amendment"
and the business combination agreement as amended by the amendment,
the "revised agreement").
The MetroPCS Board of Directors unanimously believes that the
amendment significantly improves the value of the proposed
combination for MetroPCS stockholders and that the proposed
combination is in the best interest of all MetroPCS
stockholders. The MetroPCS board unanimously recommends that
MetroPCS stockholders vote their shares "FOR" all proposals
relating to the proposed combination with T-Mobile.
Under the revised agreement, MetroPCS stockholders will continue
to 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 that allows all MetroPCS stockholders to
participate in the expected significant equity upside of the
combined company.
The amended terms of the proposed combination include:
- Reducing combined company debt issued to DT by $3.8 billion: The principal amount of debt
issued to DT by T-Mobile, pursuant to the business combination
agreement, has been lowered by $3.8 billion
to $11.2 billion. This reduction meaningfully lowers
the amount of the combined company's debt, creates additional
financial flexibility and significantly increases the combined
company's equity value.
- Lowering the interest rate on combined company debt issued
to DT: DT has agreed to lower the interest rate on the T-Mobile
debt issued to DT pursuant to the business combination agreement by
50 basis points. This lower rate, which takes into account
the new capital structure of the combined company, the improved
capital markets environment in recent months and the interest rate
level of MetroPCS' $3.5 billion of
bonds priced in March 2013, will
reduce the combined company's interest burden and increase free
cash flow. If the DT Notes were priced on Friday, April 12, 2013, the interest rate would
have been approximately 6.3%.
- Extending the lock-up period for DT-owned stock: The
lock-up period during which DT is prohibited from publicly selling
shares in the combined company following the closing of the
transaction has been extended from 6 to 18 months, subject to
certain exceptions.
In aggregate, these revised terms reflect an approximately
$3 per share increase in
equity value for PCS equity holders.[1] The revised terms
reflect a 122 - 134% premium[2] to MetroPCS'
stand-alone value, an improvement of 38% compared to the initial
terms[3] announced on October
3, 2012.
"We are pleased to offer even more value to MetroPCS
stockholders through the amendment of certain terms of our proposed
combination with T-Mobile," said Roger D.
Linquist, Chairman and Chief Executive Officer of MetroPCS.
"We look forward to achieving the significant benefits inherent in
the proposed combination on behalf of our stockholders, employees,
customers and partners. We share DT's commitment to the
successful completion of the combination and look forward to
creating the value leader in the U.S. wireless marketplace."
The relevant U.S. authorities have already approved the
combination of MetroPCS and T-Mobile. These approvals are
unaffected by the improved offer. The proposed combination can
close promptly upon MetroPCS stockholder approval.
As previously announced, in light of the amendment, MetroPCS has
rescheduled its Special Meeting of stockholders to vote on matters
relating to the proposed combination of MetroPCS with T-Mobile to
April 24, 2013. The record date
for the Special Meeting has not changed, and MetroPCS stockholders
of record as of the close of business on March 11, 2013, are entitled to vote at the
Special Meeting.
Valid proxies that have already been submitted prior to the
originally scheduled April 12, 2013
Special Meeting will continue to be valid unless properly changed
or revoked prior to the vote being taken at the rescheduled Special
Meeting.
MetroPCS stockholders that previously voted against the proposed
combination may still change their vote, and the MetroPCS board
encourages stockholders to do so. A later-dated vote cast via
the Internet, by telephone or a later-dated signed proxy card
voting "FOR" the proposed combination on the GREEN
proxy card, or a vote at the meeting, will cancel any previous
vote, including any votes cast on the white proxy card. For
MetroPCS stockholders that previously voted "FOR" the proposed
combination on the GREEN proxy card, those votes will still be
counted at the Special Meeting and no additional action is
required. MetroPCS stockholders that previously voted on a
white proxy card should recast their vote on a GREEN proxy
card.
Stockholders who have not voted are strongly encouraged to do so
prior to 11:59 p.m. Eastern Time on
April 23, 2013. MetroPCS asks
that stockholders please vote "FOR" the proposals by
telephone, Internet, mail or in person according to the
instructions on the GREEN proxy card, and below.
- Telephone. Call toll free: 1-800-PROXIES
(1-800-776-9437) in the United
States or 1-718-921-8500 from foreign countries.
Stockholders must have their control number in hand. Follow the
instructions provided.
- Internet. Log onto the website: www.voteproxy.com.
Stockholders must have their control number in hand. Follow the
instructions provided.
- Mail. To vote your shares, please sign, date and return
the enclosed GREEN proxy card.
- In person. For stockholders who wish to vote in person,
the MetroPCS Special Meeting of stockholders will be held on
April 24, 2013, at 8:00 a.m. local time, at the Eisemann Center
located at 2351 Performance Drive, Richardson, Texas 75082.
The failure to vote or an abstention has the same effect as a
vote against the proposed combination. Because some of the
proposals required as a condition to close the proposed combination
require at least an affirmative vote of a majority of all
outstanding shares, every vote is important. If the
proposed combination is not approved, there can be no
assurance that MetroPCS will be able to deliver the same or better
stockholder value as a stand-alone wireless company in the
future.
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 and a supplement to
the amended definitive proxy statement. Security holders are
urged to read carefully the amended definitive proxy statement, the
supplement 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 amendment, the revised terms of the
proposed combination, the prospects, value and value creation
capability of the combined company and MetroPCS on a stand-alone
basis, the combined company's financial flexibility, future free
cash flows of the combined company, projected valuation and
valuation modeling, the value created by the amendment, the
positioning of the combined company and MetroPCS stand-alone versus
its competitors, compelling terms and nature of the proposed
combination, value of the proposed combination to MetroPCS
stockholders, future MetroPCS stock prices, projected financing
costs and terms, the projected future interest rates, credit
ratings and fees associated with financing, 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, including
due to the failure to receive the required stockholder approvals,
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] Based on the sum of (1) 26% of $3.8
billion combined company debt reduction and 370 million
MetroPCS shares; and (2) 26% of 0.50% interest rate reduction on
$11.2 billion DT Notes, tax rate of
38%, resulting in $0.24 impact on
EPS, assumed P/E multiple of 10x, and 370 million MetroPCS
shares
[2] Based on $7.71 standalone
MetroPCS value per share and $17.16
pro-forma value per share (inclusive of synergies and revised terms
and based on combined company 2013E EBITDA of $5,859MM) and $18.04 pro-forma value per share (inclusive of
synergies and revised terms and based on combined company 2013E
EBITDA of $6,109MM)
[3] Original terms reflected a $14.24 pro-forma value per share (inclusive of
synergies and reflective of combined company 2013E EBITDA
projections of $5,859MM) and
$15.12 pro-forma value per share
(inclusive of synergies and reflective of combined company 2013E
EBITDA projections of $6,109MM)
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.