boardofdirectors

MetroPCS said Monday that its board of directors has "unanimously approved" Deutsche Telekom's new offer to acquire the firm and merge it with T-Mobile USA. The board now recommends that MetroPCS shareholders also vote in favor of the deal. "MetroPCS stockholders that previously voted against the proposed combination may still change their vote, and the MetroPCS board encourages stockholders to do so," the company said in a statement.

An advisory firm recently rejected Deutsche Telekom's offer to acquire MetroPCS and merge it with T-Mobile, so Deutsche Telekom revised its bid and made its "best and final offer" to MetroPCS late last week. T-Mobile's parent company said it will reduce shareholders loans to $11.1 billion from $15 billion, while reducing the interest rate, which increases the value of MetroPCS as a whole.

MetroPCS shareholders need to turn their votes in by midnight EST on April 23.

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MetroPCS Amends Agreement to Combine with T-Mobile USA
Amendment Further Enhances Value for Stockholders
Board Recommends Stockholders Vote FOR the Proposed Combination

RICHARDSON, Texas, April 15, 2013 /PRNewswire/ — MetroPCS Communications, Inc. (NYSE: PCS; "MetroPCS" or the "Company") today announced that theMetroPCS 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 combineMetroPCS 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 MetroPCSstockholders and that the proposed combination is in the best interest of all MetroPCS stockholders.  The MetroPCS board unanimously recommends thatMetroPCS 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," saidRoger 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.  MetroPCSstockholders 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