T-Mobile USA and MetroPCS Announce Board of Directors of Combined Company

Tue Mar 19, 2013 4:43pm EDT

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Timotheus Hottges Named Chairman of the Board
BONN,  Germany,  BELLEVUE, Wash.  and  RICHARDSON, Texas,  March 19, 2013 
/PRNewswire/ -- Deutsche Telekom AG(XETRA: DTE; "Deutsche Telekom"), T-Mobile 
USA, Inc. ("T-Mobile") and MetroPCS Communications, Inc. (NYSE: PCS; "MetroPCS")
today announced the members of the board of directors of the combined company
upon completion of the proposed combination of MetroPCS and T-Mobile.  This
impressive and diverse group of individuals has a wide variety of expertise,
qualifications, attributes and skills, including corporate governance and board
service, executive management, finance and accounting, private equity,
operations, strategy, technology, investor relations, telecommunications
industry experience, and public service.

Under the Business Combination Agreement containing the terms of the proposed
combination, the board of directors of the combined company will have 11
members, including two current directors of MetroPCS and the Chief Executive
Officer of the combined company.  Timotheus Hottges, currently Deputy Chief
Executive Officer and Chief Financial Officer of Deutsche Telekom, will serve as
Chairman of the Board.  

The directors of the combined company's board, upon completion of the proposed
combination, will be as follows:

W. Michael Barnes(70)  is a current director of MetroPCS.  He has served on the
MetroPCS board since  May 2004  and is the Chairman of MetroPCS' Audit
Committee.  From 1968 to 2001, Mr. Barnes held several positions at Rockwell
International Corporation (now Rockwell Automation, Inc.), including Senior Vice
President, Finance & Planning and Chief Financial Officer from 1991 through
2001.  Mr. Barnes has served as a director of Advanced Micro Devices, Inc. since

Srikant Datar  (59)  is the Arthur Lowes Dickinson Professor at the Graduate
School of Business Administration at  Harvard University.  Before joining 
Harvard's Business School  in 1996, Mr. Datar worked as an accountant and
planner in industry, and as a professor at  Carnegie Mellon University  and 
Stanford University.  Mr. Datar's research expertise includes cost management,
productivity measurement, new product development, time-based competition,
incentives, and performance evaluation.  Mr. Datar currently serves on the board
of directors of Novartis AG, where he is also the Chairman of the Audit and
Compliance Committee, and a member of the Chairman's Committee, the Risk
Committee and the Compensation Committee.  Mr. Datar is also a member of the
boards of directors of ICF International Inc, where he is a member of the
Corporate Governance and Nominating Committee;  Stryker Corp, where is a member
of the Audit and Finance Committees; and HCL Technologies, where he is a member
of the Compensation Committee.

Lawrence H. Guffey  (45)  is a Senior Managing Director in Blackstone's Private
Equity Group, where he leads the firm's media and communications investment
activities and has day-to-day responsibility for management of Blackstone
Communications Advisors.  Since joining Blackstone in 1991, Mr. Guffey has led
or co-led Blackstone's efforts in virtually all media and communications-related
investments.  Mr. Guffey presently serves on the boards of Axtel S.A. de C.V.
and Deutsche Telekom A.G. (supervisory board).  Mr. Guffey previously served on
the board of directors of Centennial Communications Corp., Comnet Cellular Inc.,
US Radio Corp, Cineworld Group Plc, New Skies Satellite NV and TDC AS.

Timotheus Hottges (50)  will serve as Chairman of the Board of the combined
company.  Heis currently Deputy Chief Executive Officer and Chief Financial
Officer of Deutsche Telekom and has been a member of the Board of Management of
Deutsche Telekom AG responsible for Finance and Controlling since 2009.  From 
December 2006  until his appointment as Chief Financial Officer, he was the
Group Board of Management member responsible for the T-Home unit.  In this
position, he oversaw the fixed-network and broadband business, as well as
integrated sales and service in  Germany.  Under his leadership, T-Home led the
market in DSL customer additions and launched Entertain, an Internet TV service,
into a mass-market product while stabilizing profitability.  After implementing
various cost-cutting programs at T-Home and in the European mobile
communications subsidiaries, Mr. Hottges became responsible for the Group-wide
Save for Service efficiency enhancement program.  From 2005 to 2009, Mr. Hottges
headed European operations as a member of the Board of Management, T-Mobile
International.  Prior to that, he was Managing Director, Finance and Controlling
and Chairman of the Managing Board of T-Mobile Deutschland.  Mr. Hottges studied
business administration at  Cologne  University, after which he spent three
years with a business consulting company, latterly as a project manager.  At the
end of 1992, he moved to the VIAG Group in  Munich.  He became divisional
manager in 1997 and, later, a member of the extended management board
responsible for controlling, corporate planning, and mergers and acquisitions. 
As project manager, he played a central role in the merger of VIAG AG and  VEBA
AG  to form  E.ON AG, which became effective on  September 27, 2000.

Raphael Kubler  (50)  is a Senior Vice President Group Controlling at Deutsche
Telekom AG where he is responsible for the financial planning, analysis and
steering of the overall Deutsche Telekom Group as well as the financial
management of central headquarters and shared services of the Deutsche Telekom
Group, a position he has held since 2009.  From 2003 to 2009, Mr. Kubler served
as Chief Financial Officer of T-Mobile Deutschland GmbH, the mobile operations
of Deutsche Telekom AG in  Germany, where he executed various cost reduction
programs, developed value-based steering mechanisms for sales and market
investments, and implemented a new service oriented culture in all customer
facing finance operations.  Mr. Kubler presently serves on the boards of
T-Systems International, where he is a member of the Supervisory Board and
Chairman of the Audit Committee; T-Mobile  USA, Inc.; and Deutsche Telekom
Kundenservices GmbH, the customer services subsidiary of Deutsche Telekom AG,
where he is a member of the Supervisory Board.

Thorsten Langheim  (46)  isSenior Vice President of Group Development and M&A at
Deutsche Telekom AG.  Since joining Deutsche Telekom in 2009, he has been
responsible for Deutsche Telekom AG's Global M&A and Strategic Portfolio
Management activities.  Between 2004 and 2009, Mr. Langheim was a Managing
Director at the Blackstone Private Equity Group with a primary focus on
Blackstone's private equity investment activities in Germany.  Between 1995 and
2004, Mr. Langheim worked as an M&A Investment Banker.  He has been Vice
President in the European M&A Execution Group of J.P. Morgan in  London 
focusing on pan European and German M&A transactions in various sectors.  Mr.
Langheim is a member of the Supervisory Board of Scout24.  Previously, Mr.
Langheim served on the boards of  Sulo Gruppe, Gerresheimer Glas AG, Kabel Baden
Wurttemberg GmbH,  STRATO AG  and T-Venture Holding GmbH.

John J. Legere(54)  joined T-Mobile in  September 2012  as President and Chief
Executive Officer with over 32 years' experience in the U.S. and global
telecommunications and technology industries.  Prior to joining T-Mobile, Mr.
Legere served as CEO of Global Crossing Limited, where he successfully
transformed the company to become a leading provider of IP services worldwide. 
Before this, he was CEO of Asia Global Crossing, originally a Microsoft
Corporation, Softbank Corp., and Global Crossing joint venture.  Previously, he
served as President of Dell Computer Corporation's operations in  Europe, the 
Middle East,  Africa, and the  Asia-Pacific  region.  Mr. Legere also worked at
AT&T for 18 years in a number of senior positions, including President of AT&T
Asia Pacific, President of AT&T Solutions Outsourcing Unit, and head of global
strategy and development.  He began his career at New England Telephone in 1980.
 Mr. Legere received a Bachelor's degree in Business Administration from the 
University of Massachusetts, and a Master of Science degree as an Alfred P.
Sloan Fellow at the  Massachusetts Institute of Technology.  Additionally, he
received his Master of Business Administration degree from  Fairleigh Dickinson
University  (FDU) and completed  Harvard's Program for Management Development

Rene Obermann  (50)  has been serving as Chief Executive Officer of Deutsche
Telekom AG since November 2006.  Mr. Obermann joined the Deutsche Telekom Group
in 1998.  In 2000, Mr. Obermann became Chief Executive Officer of T-Mobile
Deutschland and assumed additional responsibility for the European business of
T-Mobile International AG & Co. KG one year later. From the end of 2002 to 2006,
he served as Chief Executive Officer of T-Mobile International AG & Co. KG.  Mr.
Obermann presently serves on the boards of the following companies: Deutsche
Telekom AG (Board of Management),  E.ON AG  (Supervisory Board), T-Mobile  USA 
Inc. (Chairman), and T-Systems International GmbH (Chairman of the Supervisory
Board), a subsidiary of Deutsche Telekom AG.

James N. Perry, Jr.(52)  is a current director of MetroPCS.  He has served on
the Board since  November 2005  and is the Chairman of MetroPCS' Nominating and
Corporate Governance Committee and a member of MetroPCS' Audit and Finance and
Planning Committees.  Mr. Perry is a Managing Director of Madison Dearborn
Partners, LLC, a  Chicago-based private equity investing firm.  He specializes
in investing in companies in the communications industry.  Prior to co-founding
Madison Dearborn Partners in 1992, Mr. Perry spent eight years with First
Chicago Venture Capital.  Mr. Perry also serves on the boards of several private
companies and non-profit organizations, including New Asurion Corporation,
Sorenson Communications, Inc., The Topps Company, Inc., Univision
Communications, Inc., the Chicago Public Media board and the School Board of the
Archdiocese of  Chicago.  Mr. Perry previously served on the board of directors
of Nextel Partners from  July 2003  to  June 2006.

Teresa A. Taylor  (49)  has served as the Chief Executive Officer of Blue Valley
Advisors, LLC since 2011.  From 2009 to 2011, Ms. Taylor was the Chief Operating
Officer of Qwest Communications, Inc.  Ms. Taylor joined Qwest in 1988 and held
a number of management positions of increasing responsibility, including
Executive Vice President- Business Markets Group, Executive Vice President and
Chief Administrative Officer, Executive Vice President- Wholesale Markets, and
Executive Vice President- Product and Pricing.  Ms. Taylor serves on the board
of directors of NiSource, Inc. and First Interstate BancSystem, Inc.  She also
serves as an executive advisor to Governor Hickenlooper of  Colorado, assisting
the Office of Economic Development and International Trade.

Kelvin R. Westbrook  (57)  is President and Chief Executive Officer of KRW
Advisors, LLC, a privately-held company providing consulting and advisory
services in the telecommunications, media and other industries.  Mr. Westbrook
has served in this capacity since  September 2007. Before founding KRW Advisors,
LLC, Mr. Westbrook founded Millennium Digital Media Systems, LLC, a broadband
telecommunication services company, and held several executive positions at the
company from 1997 to 2007, including Chairman and Chief Strategic Officer and
President and Chief Executive Officer.  Mr. Westbrook also founded and served as
the President and Chairman of LEB Communications, Inc., an affiliate of Charter
Communications, and as Executive Vice President of Charter Communications with
responsibility for operations in  St. Louis  and several other regions of the
country.  Earlier in his career Mr. Westbrook was a Partner in the national law
firm of Paul, Hastings, Janofsky &  Walker  (now  Paul Hastings, LLP) in  New
York City, where he specialized in mergers and acquisitions and corporate
finance and served as Co-Chair of its Telecommunications Practice Group.  Mr.
Westbrook is a member of the boards of Archer Daniels Midland Company, Camden
Property Trust, and Stifel Financial Corp.  Mr. Westbrook previously served on
the board of Angelica Corporation from 2001 to 2008.

A Special Meeting of MetroPCS stockholders (the "Special Meeting") 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 combination is expected to close shortly after 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 their GREEN proxy card with a "FOR" vote for all proposals.  Because
some of the proposals required to close the proposed transaction require at
least an affirmative vote of a majority of all outstanding shares, the votes of
all of MetroPCS' stockholders are important.  The failure to vote or an
abstention will have the same effect as a vote against the proposed combination.
 If stockholders vote against the proposed combination, there is no assurance
that MetroPCS will be able to deliver the same or better stockholder value.

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 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 in 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.

105 Madison Avenue
New York, NY  10016
(212) 929-5500 (call collect)


TOLL-FREE  (800) 322-2885

About Deutsche Telekom  

Deutsche Telekom is one of the world's leading integrated telecommunications
companies with more than 132 million mobile customers, over 32 million
fixed-network lines and 17 million broadband lines (as of  December 31, 2012).
The Group provides products and services for the fixed network, mobile
communications, the Internet and IPTV for consumers, and ICT solutions for
business customers and corporate customers. Deutsche Telekom is present in
around 50 countries and has 230,000 employees worldwide. The Group generated
revenues of  EUR 58.2 billion  in the 2012 financial year - more than half of it
outside  Germany  (as of  December 31, 2012).

About T-Mobile  USA, Inc.

Based in  Bellevue, Wash., T-Mobile  USA, Inc. is the U.S. wireless operation of
Deutsche Telekom AG (XETRA: DTE; OTCQX: DTEGY).  By the end of the fourth
quarter of 2012, approximately 132.3 million mobile customers were served by the
mobile communication segments of the Deutsche Telekom group - 33.4 million by
T-Mobile  USA  - all via a common technology platform based on GSM and UMTS and
additionally HSPA+ 21/HSPA+ 42. T-Mobile  USA's innovative wireless products and
services help empower people to connect to those who matter most.  Multiple
independent research studies continue to rank T-Mobile  USA  among the highest
in numerous regions throughout the U.S. in wireless customer care and call

For more information, please visit  http://www.T-Mobile.com. T-Mobile  is a
federally registered trademark of Deutsche Telekom AG. For further information
on Deutsche Telekom, please visit  www.telekom.de/investor-relations.  

About MetroPCS Communications, Inc.

Dallas-based MetroPCS Communications, Inc. (NYSE: PCS) is a provider of no
annual contract, unlimited wireless communications service for a flat-rate.
MetroPCS is the fifth largest facilities-based wireless carrier in  the United
States  based on number of subscribers served. With Metro  USA(SM), MetroPCS
customers can use their service in areas throughout  the United States  covering
a population of over 280 million people. As of  December 31, 2012, MetroPCS had
approximately 8.9 million subscribers. For more information please visit 

Additional Information and Where to Find It  

This document relates to a proposed transaction between MetroPCS and Deutsche
Telekom. In connection with the proposed transaction, MetroPCS has filed with
the Securities and Exchange Commission (the "SEC") an amended definitive proxy
statement. Security holders are urged to read carefully the amended definitive
proxy statement and all other relevant documents filed with the SEC or sent to
stockholders as they become available because they will contain important
information about the proposed transaction. All documents are, and when filed
will be, available free of charge at the SEC's website (www.sec.gov). You may
also obtain these documents by contacting MetroPCS' Investor Relations
department at 214-570-4641, or via e-mail at  investor_relations@metropcs.com.
This communication does not constitute a solicitation of any vote or approval.

Participants in the Solicitation  

MetroPCS and its directors and executive officers will be deemed to be
participants in any solicitation of proxies in connection with the proposed
transaction. Information about MetroPCS' directors and executive officers is
available in MetroPCS' annual report on Form 10-K filed with the SEC on  March
1, 2013. Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings
or otherwise, is contained in the amended definitive proxy statement and other
relevant materials filed with the SEC regarding the proposed transaction.
Investors should read the amended definitive proxy statement carefully before
making any voting or investment decisions.  

Cautionary Statement Regarding Forward-Looking Statements  

This document includes "forward-looking statements" for the purpose of the "safe
harbor" provisions within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended. Any statements made in this document that are
not statements of historical fact, and statements about our beliefs, opinions,
projections, strategies, and expectations, are forward-looking statements and
should be evaluated as such. These forward-looking statements often include
words such as "anticipate," "expect," "suggests," "plan," "believe," "intend,"
"estimates," "targets," "views," "projects," "should," "would," "could," "may,"
"become," "forecast," and other similar expressions. Forward looking statements
include statements regarding the anticipated closing date for the transaction
and any statements made regarding our strategy, prospects or future performance.

All forward-looking statements involve significant risks and uncertainties that
could cause actual results to differ materially from those in the
forward-looking statements, many of which are generally outside the control of
MetroPCS, Deutsche Telekom and T-Mobile and are difficult to predict. Examples
of such risks and uncertainties include, but are not limited to, the possibility
that the proposed transaction is delayed or does not close, including due to the
failure to receive the required stockholder approvals or required regulatory
approvals, the taking of governmental action (including the passage of
legislation) to block the proposed transaction, the failure to satisfy other
closing conditions, the possibility that the expected synergies will not be
realized, or will not be realized within the expected time period, the
significant capital commitments of MetroPCS and T-Mobile, global economic
conditions, fluctuations in exchange rates, competitive actions taken by other
companies, natural disasters, difficulties in integrating the two companies,
disruption from the transaction making it more difficult to maintain business
and operational relationships, actions taken or conditions imposed by
governmental or other regulatory authorities and the exposure to litigation.
Additional factors that could cause results to differ materially from those
described in the forward-looking statements can be found in MetroPCS' annual
report on Form 10-K, filed  March 1, 2013, and other filings with the SEC
available at the SEC's website (www.sec.gov).  The results for any prior period
may not be indicative of results for any future period.

The forward-looking statements speak only as to the date made, are based on
current assumptions and expectations, and are subject to the factors above,
among others, and involve risks, uncertainties and assumptions, many of which
are beyond our ability to control or ability to predict. You should not place
undue reliance on these forward-looking statements. MetroPCS, Deutsche Telekom
and T-Mobile do not undertake a duty to update any forward-looking statement to
reflect events after the date of this document, except as required by law.

 For MetroPCS Communications, Inc.                    For Deutsche Telekom           
 Investor Relations Contacts:                         +49 228 181 4949               
 Keith Terreri, Vice President - Finance & Treasurer  media@telekom.de               
 Jim Mathias, Director - Investor Relations           or                             
 214-570-4641                                         +49 228 181 888 80             
 investor_relations@metropcs.com                      investor.relations@telekom.de  
 For T-Mobile USA                                                                     
 Media Relations                                                                      

SOURCE  MetroPCS Communications, Inc.; T-Mobile  USA; Deutsche Telekom

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