BONN, Germany; BELLEVUE, Wash. and RICHARDSON, Texas, March 21, 2013 /PRNewswire/ -- Deutsche
Telekom AG (XETRA: DTE; "Deutsche Telekom"), T-Mobile USA, Inc. ("T-Mobile") and MetroPCS
Communications, Inc. (NYSE: PCS; "MetroPCS") today announced that
they have now received all regulatory approvals in connection with
the proposed combination of T-Mobile USA, a wholly-owned subsidiary of Deutsche
Telekom, and MetroPCS.
On March 20, 2013, the Committee
on Foreign Investment in the United
States advised Deutsche Telekom and MetroPCS that it has
determined that there are no unresolved national security concerns
with respect to the transaction and that it has therefore concluded
its review. This concludes all regulatory approval the parties were
seeking prior to closing the proposed combination, which 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 combination 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.
About Deutsche Telekom
Deutsche Telekom is one of the world's leading integrated
telecommunications companies with more than 132 million mobile
customers, over 32 million fixed-network lines and 17 million
broadband lines (as of December 31,
2012). The Group provides products and services for the
fixed network, mobile communications, the Internet and IPTV for
consumers, and ICT solutions for business customers and corporate
customers. Deutsche Telekom is present in around 50 countries and
has 230,000 employees worldwide. The Group generated revenues of
EUR 58.2 billion in the 2012
financial year – more than half of it outside Germany (as of December
31, 2012).
About T-Mobile USA
Inc.
Based in Bellevue, Wash.,
T-Mobile USA, Inc. is the U.S.
wireless operation of Deutsche Telekom AG (XETRA: DTE; OTCQX:
DTEGY). By the end of the fourth quarter of 2012,
approximately 132.3 million mobile customers were served by the
mobile communication segments of the Deutsche Telekom group — 33.4
million by T-Mobile USA — all via
a common technology platform based on GSM and UMTS and additionally
HSPA+ 21/HSPA+ 42. T-Mobile USA's
innovative wireless products and services help empower people to
connect to those who matter most.
For more information, please visit http://www.T-Mobile.com.
T-Mobile is a federally registered trademark of Deutsche Telekom
AG. For further information on Deutsche Telekom, please visit
www.telekom.de/investor-relations.
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 December 31, 2012, MetroPCS had
approximately 8.9 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 has filed with the Securities and Exchange Commission (the
"SEC") an amended definitive proxy statement. Security holders are
urged to read carefully the amended 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
are, and 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. 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' annual
report on Form 10-K filed with the SEC on March 1, 2013. 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 amended definitive proxy statement and other
relevant materials filed with the SEC regarding the proposed
transaction. Investors should read the amended definitive proxy
statement carefully 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, and statements about our beliefs, opinions,
projections, strategies, 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. Forward looking
statements include statements regarding the anticipated closing
date for the transaction, the value of the proposed combination,
and any statements made regarding our strategy, prospects or future
performance.
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,
the taking of governmental action (including the passage of
legislation) to block the proposed 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' annual report
on Form 10-K, filed March 1, 2013,
and other filings with the SEC available at the SEC's website
(www.sec.gov). The results for any prior period may not be
indicative of results for any future period.
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.
For
MetroPCS Communications, Inc.
|
For
Deutsche Telekom
|
Investor
Relations Contacts:
|
+49 228
181 4949
|
Keith
Terreri, Vice President - Finance & Treasurer
|
media@telekom.de
|
Jim
Mathias, Director - Investor Relations
|
or
|
214-570-4641
|
+49 228
181 888 80
|
investor_relations@metropcs.com
|
investor.relations@telekom.de
|
|
|
For
T-Mobile USA
|
|
Media
Relations
|
|
425-378-4002
|
|
mediarelations@t-mobile.com
|
|
SOURCE MetroPCS Communications, Inc.