MetroPCS Reminds Shareholders T-Mobile Is The Only Possible Buyer With New Letter


MetroPCS reiterated its plea to shareholders this morning in a new letter sent through the mail to approve the merger with T-Mobile as no other rival bids have arrived.

“No other bidders have emerged in the five months since the proposed combination was announced,” the company said today in a statement. “The proposed combination is the best alternative for MetroPCS to maximize stockholder value.”

MetroPCS shareholders are scheduled to vote on April 12th for the combination of the nation’s fourth and fifth largest wireless carriers. Paulson & Co. and P. Schoenfeld Asset Management continue to lead the criticism against the merger even going as far as sending out letters to shareholders advising them against voting for the deal.

MetroPCS called the comments from both parties “grossly inaccurate.” In their letter to shareholders, Metro outlined a number of facts that should convince shareholders this deal is best for the company:

  • The combined company will be nationwide, will be larger and stronger, and have greater scale and deeper spectrum resources, allowing it to participate in future industry growth and consolidation.
  • MetroPCS stockholders will benefit from the financial strength of the combined company, which S&P has already recognized by issuing a two notch upgrade in credit rating compared to MetroPCS’ current standalone S&P rating.
  • MetroPCS stockholders will receive an immediate and significant $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).
  • MetroPCS stockholders’ 26% aggregate equity ownership in the combined company is fair and appropriate and falls above or at the upper end of the implied percentage ownership and contribution analyses performed by the MetroPCS board of directors’ special committee’s financial advisor.
  • The 26% equity ownership interest in the combined company will allow MetroPCS’ stockholders to participate in the expected substantial equity upside and future earnings growth of the combined company, and the significant projected synergies of the proposed combination.
  • MetroPCS conducted a thorough and extensive multi-year process to maximize stockholder value, culminating in the proposed combination. The MetroPCS board of directors strongly believes that the economic terms of the proposed combination are extremely compelling for MetroPCS stockholders and that the proposed combination is the best alternative for MetroPCS to maximize stockholder value.

In the same letter, Metro’s board of directors detailed the multi-year processor of exploring all strategic and financial alternatives to merging with a competitor and determined:

  • The MetroPCS board has long recognized that spectrum is key to future success in the wireless industry.
  • To meet growing consumer demand for wireless data, all carriers, including MetroPCS, need additional spectrum.
  • MetroPCS has tried repeatedly, but unsuccessfully, over the last several years to acquire meaningful amounts of additional spectrum.
  • Without additional spectrum, MetroPCS is at a competitive disadvantage against its rivals that have considerably greater spectrum and other resources.

By joining forces with T-Mobile, MetroPCS will gain competitive advantages including:

  • Value Leadership: The combined company will be well-positioned and have a significant presence in the industry’s fast-growing prepaid (i.e., no annual contract) services space – and offer an outstanding customer experience with great customer value and choice.
  • Increased Size and Scale: The combined company will be well-positioned to compete effectively against the larger national carriers due to its significant spectrum holdings, broader nationwide network coverage and greater network capacity, which will allow the combined company to expand the MetroPCS brand into new metro areas and give customers access to a wider selection of devices, including Apple products.
  • Significant Synergies: The combined company will benefit from projected cost synergies of
  • $6-7 billion net present value (“NPV”)[1] and annual run-rate cost synergies projected at $1.2-1.5 billion after an integration period.
  • Strong Financial Position: The combined company will have attractive growth prospects and the financial flexibility and direct capital markets access to compete effectively. The combined company will also have a sustainable capital structure and credit profile as evidenced by the combined company’s S&P BB credit rating, which is two notches better than MetroPCS stand-alone and many peers.

There’s a lot more contained within the letter sent to shareholders, including a breakdown as to why and how the agreed financial terms were set, including the board of directors determination that the proposed deal was fair to both parties. Hit the FierceWireless link to read the letter in full detail.

Bloomberg via Fierce Wireless



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