T-Mobile and MetroPCS (PCS) on Thursday announced that they’ve passed through every regulatory hurdle for their proposed merger and now must only get approval from shareholders to finalize the deal. The final regulatory domino fell on Wednesday when the Committee on Foreign Investment in the United States told T-Mobile parent company Deutsche Telekom that it didn’t have any objections to the proposed merger. Now that the two wireless carriers have passed the muster with regulators, they have to convince MetroPCS shareholders to approve the merger during a special meeting on April 12th. This could be easier said than done, however, because some shareholders last year filed a lawsuit to block the merger while accusing the companies of “cheating shareholders” by “drastically” undervaluing MetroPCS’ worth. Deutsche Telekom’s full press release is posted below.
T-Mobile USA and MetroPCS Announce Receipt of All Required Regulatory Approvals for Proposed CombinationBONN, Germany; BELLEVUE, Wash. and RICHARDSON, Texas, March 21, 2013 /PRNewswire/ — Deutsche Telekom AG (XETRA: DTE; “Deutsche Telekom”), T-Mobile USA, Inc. (“T-Mobile”) and MetroPCS Communications, Inc. (NYSE: PCS; “MetroPCS”) today announced that they have now received all regulatory approvals in connection with the proposed combination of T-Mobile USA, a wholly-owned subsidiary of Deutsche Telekom, and MetroPCS.
On March 20, 2013, the Committee on Foreign Investment in the United States advised Deutsche Telekom and MetroPCS that it has determined that there are no unresolved national security concerns with respect to the transaction and that it has therefore concluded its review. This concludes all regulatory approval the parties were seeking prior to closing the proposed combination, which remains subject to the approval of MetroPCS stockholders.
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 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 the GREEN proxy card they will receive in due course 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, MetroPCS stockholders’ votes are important. 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 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.