With FCC approval now behind them, T-Mobile’s issued a new statement providing a current update on the proposed combination with MetroPCS. As the statement highlights, all that remains is a special meeting for MetroPCS shareholders to vote on the proposed combination. The upcoming vote on April 12th remains the last obstacle toward creating a “value leader in the United States wireless marketplace.” The deal is expected to close shortly after the shareholder meeting as the Metro board unanimously recommends the proposed combination. The board is attempting to mitigate concerns raised by two prominent shareholders arguing that Metro’s future is uncertain and that any proposed T-Mobile combination is the best course of action.
If stockholders vote against the proposed combination, there is no assurance that MetroPCS will be able to deliver the same or better stockholder value.
The full statement follows:
T-Mobile USA and MetroPCS Announce FCC Approval of Proposed Combination
Bonn, Germany; Bellevue, WA; and Richardson, TX (March 12, 2013) – Deutsche Telekom AG (XETRA: DTE; “Deutsche Telekom”), T-Mobile USA, Inc. (“T-Mobile”) and MetroPCS Communications, Inc. (NYSE: PCS; “MetroPCS”) today announced that the Federal Communications Commission (“FCC”) has approved the proposed combination of T-Mobile USA, a wholly-owned subsidiary of Deutsche Telekom, and MetroPCS.
“The FCC’s approval marks another significant milestone in bringing our two companies together, and we appreciate the Commission’s timely approval. We look forward to completing the transaction and delivering the significant customer and stockholder benefits that this combination will make possible,” said John Legere, President and CEO of T-Mobile. “Our combined company will have the products, spectrum, scale and resources to shake up this industry and deliver an entirely new wireless experience.”
“We are pleased with the FCC’s approval of the proposed transaction,” said Roger D. Linquist, Chief Executive Officer and Chairman of the Board of MetroPCS. “We thank the FCC for its prompt review of our proposed combination with T-Mobile, which will create the value leader in the United States wireless marketplace.”
On March 5, 2013, MetroPCS announced that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 had expired. The proposed combination remains subject to the approval of MetroPCS stockholders.
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 combination is expected to close shortly after 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 they will receive in due course 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 transaction require at least an affirmative vote of a majority of all outstanding shares, MetroPCS stockholders’ votes are important. If stockholders vote against the proposed combination, there is no assurance that MetroPCS will be able to deliver the same or better stockholder value.
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.