MetroPCS Receives Request for Additional Information from DOJ
Regarding Proposed Combination with T-Mobile
DALLAS, Nov. 19, 2012 /PRNewswire/ -- MetroPCS
Communications, Inc. (NYSE: PCS; "MetroPCS") today announced that,
on November 19, 2012, MetroPCS
received a request for additional information (the "Second
Request") from the U.S. Department of Justice (the "DOJ") in
connection with MetroPCS' proposed transaction with T-Mobile
USA, Inc. ("T-Mobile") pursuant to
the business combination agreement, dated October 3, 2012, by and among Deutsche Telekom
AG, an Aktiengesellschaft organized in Germany ("Deutsche Telekom"), T-Mobile Global
Zwischenholding GmbH, a Gesellschaft mit beschrankter
Haftung organized in Germany
and a direct wholly-owned subsidiary of Deutsche Telekom
("Global"), T-Mobile Global Holding GmbH, a Gesellschaft mit
beschrankter Haftung organized in Germany and a direct wholly-owned subsidiary
of Global ("Holding"), T-Mobile, a Delaware corporation and direct wholly-owned
subsidiary of Holding, and MetroPCS. The Second Request was
issued pursuant to the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended ("HSR Act").
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The effect of the Second Request is to extend the waiting period
imposed by the HSR Act until 30 days after MetroPCS and T-Mobile
have substantially complied with the Second Request, unless that
period is extended voluntarily by the parties or terminated sooner
by the DOJ.
MetroPCS intends to cooperate fully with the DOJ to obtain
approval of the transaction as soon as possible and remains
confident that the DOJ will find that the transaction is both
pro-competitive and pro-consumer. Completion of the
transaction is subject to MetroPCS shareholder approval, regulatory
approvals and other customary closing conditions. MetroPCS
continues to expect the transaction will close in the first half of
2013.
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 September 30,
2012, MetroPCS had approximately 9.0 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 filed with the Securities and Exchange Commission (the
"SEC") a preliminary proxy statement on November 16, 2012. The preliminary proxy
statement is not final and will be superseded by a definitive proxy
statement to be filed by MetroPCS with the SEC. Investors and
security holders are urged to read carefully the preliminary proxy
statement and the definitive proxy statement 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, 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. The definitive proxy
statement will be mailed to MetroPCS' stockholders. 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' proxy
statement, dated April 16, 2012, for
its 2012 Annual Meeting of Stockholders. 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 preliminary proxy
statement and will be contained in the definitive proxy statement
and other relevant materials to be filed with the SEC regarding the
proposed transaction when they become available. Investors
should read the definitive proxy statement carefully when it
becomes available 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, including statements about when the parties expect
that the proposed transaction will close, whether the DOJ will
approve the transaction, MetroPCS' timeframe for compliance the
Second Request, and statements about our beliefs, opinions,
projections, 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.
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 or
required regulatory approvals, the taking of governmental action
(including the passage of legislation) to block the transaction,
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' 2011 Annual Report on Form 10-K, filed February 29, 2012, and Quarterly Report on Form
10-Q for the quarter ended September 30,
2012, filed October 30, 2012,
and other filings with the SEC available at the SEC's website
(www.sec.gov).
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.
No Offer or Solicitation
This press release is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction
pursuant to the acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law.
SOURCE MetroPCS Communications, Inc.