Market Overview

MetroPCS Issues Letter to Holders Pointing at Benefits to Proposed Merger with T-Mobile USA


MetroPCS Communications, Inc. (NYSE: 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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