MetroPCS Communications,
Inc. PCS today mailed a letter to
stockholders in connection with its proposed combination with T-Mobile USA,
Inc. ("T-Mobile"). The letter describes the significant benefits to MetroPCS'
stockholders of the value maximizing proposed combination and corrects
inaccurate and misleading statements that have been made regarding the
proposed combination.
The full text of the letter follows:
March 25, 2013
Dear Fellow Stockholder:
The MetroPCS Communications, Inc. ("MetroPCS") Special Meeting of Stockholders
to vote on the proposed combination with T-Mobile USA, Inc. ("T-Mobile") will
be held on April 12, 2013. With the meeting fast approaching, we want to
reiterate the compelling strategic and financial benefits of the proposed
combination to MetroPCS stockholders and urge you to vote FOR the proposed
combination on the GREEN proxy card TODAY.
As you cast your vote at the upcoming meeting, please consider these important
– and indisputable – facts that support voting FOR the proposed combination:
o 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.
o 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.
o 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).
o 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.
o 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.
o 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.
If the proposed combination is not approved, MetroPCS' stockholders will not
enjoy its compelling benefits, which could lead to a loss of value for
MetroPCS' stockholders.
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