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MetroPCS Communications, Inc.
today commented on Institutional Shareholder
Services' ("ISS") recent report regarding the Company's proposed combination
with T-Mobile USA, Inc. ("T-Mobile") and announced that Egan-Jones, an
independent proxy advisory firm, has recommended that MetroPCS stockholders
vote FOR the proposed combination with T-Mobile.
"Although we are pleased that ISS recognizes the thoroughness of the process
undertaken by the MetroPCS board of directors, we strongly believe that ISS'
report contains material flaws and reaches the wrong conclusion. While we are
disappointed in ISS' report, we are gratified that Egan Jones' recommendation
supports our belief that this proposed combination is the best strategic
alternative for the company and its stockholders and will maximize value for
MetroPCS' stockholders. If stockholders vote against the proposed
combination, MetroPCS stockholders will not enjoy its compelling benefits,
which could lead to a loss of value for MetroPCS stockholders, and there is no
assurance that MetroPCS will be able to deliver the same or better stockholder
value. The proposed combination:
o Provides Compelling Economic Terms for MetroPCS' Stockholders: The
proposed combination will provide MetroPCS' stockholders with a $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 MetroPCS stockholders to participate
in the expected significant equity upside of the combined company and the
significant $6-7 billion of net present value synergies.[1]
o Creates the Value Leader in U.S. Wireless: The combined company will be
well-capitalized and well-positioned to compete effectively with large
national carriers as the premier challenger in the U.S. wireless
marketplace. The proposed combination will:
o Allow the combined company to extend the MetroPCS brand into unserved
and underserved major metro areas;
o Facilitate the offering of a broad product portfolio, including
Apple's iPhone 5, iPhone 4S and iPhone 4 with favorable new pricing;
o Generate substantial additional growth in the fast-growing no
contract space; and
o Provide significant spectrum with a path to at least 20x20 MHz 4G LTE
in approximately 90% of the top 25 U.S. metro areas by 2014+ for a
fast, reliable and robust nationwide 4G LTE network.
o Follows a Thorough and Extensive, Multi-Year Process by a Highly
Experienced Board and Management Team: The proposed combination with
T-Mobile follows a thorough and extensive, multi-year process by the
MetroPCS board and management team, who have an in-depth understanding of
the wireless industry landscape and the benefit of many years of
experience both with MetroPCS and other industry participants, to explore
all strategic and financial alternatives – including remaining a
standalone company. The MetroPCS board and management team are confident
that the proposed combination is the best strategic alternative for the
Company and our stockholders. Even ISS agrees – In its March 27, 2013
report, ISS states:[2] 'PCS' exploration of strategic alternatives appears
to have been thorough. The company participated in numerous auctions in
search of spectrum and engaged with at least 8 potential strategic
partners. Management determined combining with T-Mobile is the PCS' best
strategic alternative at the current time—it is also the only offer on the
table at the current time.'
The MetroPCS board unanimously recommends that stockholders vote FOR the
proposed combination at the upcoming MetroPCS Special Meeting of stockholders
on April 12, 2013."
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 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 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, the vote of every MetroPCS stockholder is important.
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.
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.
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