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TheStreet Open House

PSAM Withdraws Proxy Solicitation Campaign Following Revised Offer For MetroPCS/T-Mobile Transaction

NEW YORK, April 11, 2013 /PRNewswire/ -- P. Schoenfeld Asset Management LP ("PSAM") today announced that subject to reviewing the revised proxy materials it will withdraw its proxy solicitation campaign and not object to the proposed MetroPCS Communications, Inc. ("PCS" or the "Company") and T-Mobile USA, Inc. ("T-Mobile") merger, now that Deutsche Telekom has provided a revised offer that improves the value PCS shareholders will receive in the transaction.

"We sincerely appreciate the decision PCS shareholders made by an overwhelming margin to reject the original proposed transaction terms and demand better value," said PSAM in response to Deutsche Telekom's revised offer. 

Deutsche Telekom's revised offer includes a $3.8 billion reduction in the Deutsche Telekom AG Notes ("DT Notes" or the "Notes"), a reduction in the interest rate on the DT Notes by 50 basis points, and an extension of the lock-up period to 18 months after the transaction closes.  These changes are consistent with the original letter PSAM sent to the PCS and Deutsche Telekom's Boards of Directors on January 30, 2013 and the PSAM white paper dated March 18, 2013.  Taken together, the pro forma capital structure implies a net-debt-to-EBITDA ratio of 3.0 times, and a ratio of EBITDA minus capital expenditure to interest expense of 1.0 time, which conforms to what PSAM believes is necessary for a stable capital structure for the combined company. 

PSAM was also encouraged by Deutsche Telekom's decision to extend the lock-up period to 18 months, which it feels better reflects a commitment to the combined company's business strategy.

"While the revised transaction terms do not reflect all the improvements we were seeking, we feel our central goal of making the combined PCS/T-Mobile company more competitive and valuable for all shareholders, including Deutsche Telekom, resulted in obtaining superior value for PCS shareholders and believe that these revised terms are the best available alternative for PCS shareholders at this time," said PSAM. 

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