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MetroPCS Comments On ISS Report

Stocks in this article: PCS

DALLAS, March 28, 2013 /PRNewswire/ -- MetroPCS Communications, Inc. (NYSE: PCS; "MetroPCS" or the "Company") 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:

  • 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]
  • 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:
    • Allow the combined company to extend the MetroPCS brand into unserved and underserved major metro areas;
    • Facilitate the offering of a broad product portfolio, including Apple's iPhone 5, iPhone 4S and iPhone 4 with favorable new pricing;
    • Generate substantial additional growth in the fast-growing no contract space; and
    • 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.
  • 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.  

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