RICHARDSON, Texas, March 25, 2013--*MetroPCS today mailed a letter to stockholders in connection with its proposed combination with T-Mobile USA.* The letter describes the significant benefits to MetroPCS stockholders of the value maximizing proposed combination & corrects inaccurate & misleading statements that have been made regarding the proposed combination.*
The full letter follows:
Dear Fellow Stockholder:
The MetroPCS Special Meeting of Stockholders to vote on the proposed combination with T-Mobile USA is on April 12, 2013.* With the meeting fast approaching, we want to reiterate the compelling strategic & financial benefits of the proposed combination to MetroPCS stockholders & urge you to vote FOR the proposed combination on the GREEN proxy card TODAY.**
As you cast your vote at the meeting, please consider these important-& indisputable-facts that support voting FOR the proposed combination:
The combined company will be nationwide, will be larger & stronger & have greater scale & deeper spectrum resources, allowing it to participate in future industry growth & consolidation. PCS stockholders will benefit from the financial strength of the combined company, which S&P has already recognized by issuing a 2 notch upgrade in credit rating compared to MetroPCS' current standalone S&P rating. PCS stockholders will receive an immediate and significant $1.5B aggregate cash payment, or approx. $4.06 per share (prior to the reverse stock split that will occur in connection with the closing of the proposed combination).
PCS stockholders' 26% aggregate equity ownership in the combined company is fair & appropriate & falls above or at the upper end of the implied % ownership & contribution analyses performed by the PCS BOD special committee's financial advisor.
The 26% equity ownership interest in the combined company will allow PCS stockholders to participate in the expected substantial equity upside & future earnings growth of the combined company & the significant projected synergies of the proposed combination.
PCS conducted a thorough & multi-year process to maximize stockholder value, culminating in the proposed combination.* The PCS BOD strongly believes that the economic terms of the proposed combination are extremely compelling for PCS stockholders & that the proposed combination is the best alternative for PCS to maximize stockholder value.
If the proposed combination is not approved, PCS stockholders will not enjoy its compelling benefits, which could lead to a loss of value for PCS stockholders.
METROPCS CONDUCTED A THOROUGH AND EXTENSIVE, MULTI-YEAR PROCESS TO MAXIMIZE STOCKHOLDER VALUE, CULMINATING IN THE PROPOSED T-MOBILE/METROPCS COMBINATION
The PCS BOD & special committee, with the assistance of their independent financial & legal advisors, undertook a thorough, multi-year process to explore all strategic & financial alternatives