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Two Leading Proxy Advisory Firms Recommend MetroPCS Stockholders Vote 'FOR' Proposed Combination With T-Mobile USA; Revise Previous Recommendations

Stocks in this article: PCS

DALLAS, April 17, 2013 /PRNewswire/ -- MetroPCS Communications, Inc. (NYSE: PCS; "MetroPCS" or the "Company") today announced that Institutional Shareholder Services ("ISS"), and Glass Lewis & Co. ("Glass Lewis"), two leading independent proxy voting and corporate governance advisory firms, have reversed their prior recommendations in light of the amendment to certain terms of the business combination agreement, dated October 3, 2012, as amended, with, among others, Deutsche Telekom AG ("DT"), to combine MetroPCS with T-Mobile USA ("T-Mobile") (the "amendment").  ISS and Glass Lewis are now recommending that MetroPCS stockholders vote FOR the proposed combination.

In its revised recommendation issued on April 17, 2013, ISS stated[1]:

  • "In light of the improved terms of the merger agreement, which have enhanced the economic value PCS shareholders will receive in this merger, ISS' vote recommendations have changed."
  • "Given the reduced debt load that will be carried by the new company and the resulting appropriate equity split granted to PCS shareholders, and the increased commitment to the combined company exhibited by DT's extension of the lockup period, support FOR the merger is warranted."

In its revised recommendation issued on April 16, 2013, Glass Lewis stated 1:

  • "[We] believe Deutsche Telekom's revised offer adequately resolves the prior concerns that we and MetroPCS shareholders had voiced regarding the proposed merger with T-Mobile. By reducing the combined company's debt and interest payments following the merger, MetroPCS shareholders stand to realize greater value in the transaction from their implicitly larger and more valuable equity stake in the combined company."
  • "Moreover, we note that the revised offer represents Deutsche Telekom's "best and final" offer and now likely represents the best alternative available to MetroPCS at this time. In our view, the implied merger valuation for MetroPCS shareholders now falls within the acceptable range and the strategic merits of the combination make for a compelling deal for MetroPCS shareholders. Based on these factors, along with the unanimous support of the board, we believe the proposed transaction is in the best interests of shareholders."

Roger D. Linquist, Chairman and Chief Executive Officer of MetroPCS, said "We are pleased that both ISS and Glass Lewis recognize the enhanced stockholder value and compelling benefits created by the amended terms of the proposed combination of MetroPCS and T-Mobile.  We look forward to delivering to our stockholders the significant value we expect the proposed combination with T-Mobile will generate."

As previously announced, in light of the amendment, MetroPCS has rescheduled its Special Meeting of stockholders to vote on matters relating to the proposed combination of MetroPCS with T-Mobile to April 24, 2013.  The record date for the Special Meeting has not changed, and MetroPCS stockholders of record as of the close of business on March 11, 2013, are entitled to vote at the Special Meeting. 

Stockholders who previously submitted voted " FOR" the proposed combination on the GREEN proxy card to not need to do anything.  Valid proxies that have already been submitted prior to the originally scheduled April 12, 2013 Special Meeting will continue to be valid unless properly changed or revoked prior to the vote being taken at the rescheduled Special Meeting.  MetroPCS stockholders that previously voted against the proposed combination may still change their vote and the MetroPCS board encourages stockholders to do so.  A later-dated vote cast via the Internet, by telephone or a later-dated signed GREEN proxy card voting "FOR" the proposed combination on the GREEN proxy card, or a vote at the meeting, will cancel any previous vote, including any votes cast on the white proxy card.  For MetroPCS stockholders that previously voted "FOR" the proposed combination on the GREEN proxy card, those votes will still be counted at the Special Meeting and no additional action is required.  MetroPCS stockholders that previously voted on a white proxy card should recast their vote on a GREEN proxy card.

Stockholders who have not voted are strongly encouraged to do so prior to 11:59 p.m. Eastern Time on April 23, 2013.  MetroPCS asks that stockholders please vote "FOR" the proposals by telephone, Internet, mail or in person according to the instructions on the GREEN proxy card, and below. 

  • Telephone. Call toll free: 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries. Stockholders must have their control number in hand. Follow the instructions provided.
  • Internet. Log onto the website: www.voteproxy.com. Stockholders must have their control number in hand. Follow the instructions provided.
  • Mail. To vote your shares, please sign, date and return the enclosed GREEN proxy card.
  • In person. For stockholders who wish to vote in person, the MetroPCS Special Meeting of stockholders will be held on April 24, 2013, at 8:00 a.m. local time, at the Eisemann Center located at 2351 Performance Drive, Richardson, Texas 75082.

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, every vote is important.  If the proposed combination is not approved, there can be no assurance that MetroPCS will be able to deliver the same or better stockholder value as a stand-alone wireless company in the future

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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