MetroPCS Comments on ISS Report

Thu Mar 28, 2013 11:37am EDT

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Egan-Jones Recommends MetroPCS Stockholders Vote FOR Proposed Combination with
T-Mobile USA
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;
* 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.  

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.

105 Madison Avenue
New York, NY  10016
(212) 929-5500 (call collect)
TOLL-FREE (800) 322-2885

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 ( You may
also obtain these documents by contacting MetroPCS' Investor Relations
department at 214-570-4641, or via e-mail at
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. These forward-looking
statements include, among others, statements about the benefits of the proposed
combination, the prospects, value and value creation capability of the combined
company, compelling terms and nature of the proposed combination, future
expansion of the MetroPCS brand into new areas, whether metro areas are unserved
or underserved, benefits to MetroPCS customers, value of the proposed
combination to MetroPCS stockholders, future MetroPCS stock prices, expected
growth in the no contract space, customer perceptions of the combined company's
service, projected cost synergies and the combined company's ability to achieve
them, ability of the combined company to compete, the combined company's
spectrum position, the combined company's competitive position, impact of the
proposed combination on LTE roll-out and benefits of LTE network, and other
statements regarding the combined company's strategies, prospects, projected
results, plans, 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 (  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.

[1] Net present value calculated with 9% discount rate and 38% tax rate.
Synergies are preliminary projections and subject to change.

[2] Permission to use quotations neither sought nor obtained.

Investor Relations Contacts:  
Keith Terreri, Vice President - Finance & Treasurer
Jim Mathias, Director - Investor Relations  

SOURCE  MetroPCS Communications, Inc.

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