On March 18, 2013 in Richardson, Texas, Metro PCS Communications, Inc. announced that it filed an investor presentation with the Securities and Exchange Commission (SEC). The investor presentation is a special meeting of stockholders that is scheduled for April 12, 2013. Stockholders of record as of March 11, 2013 will vote on matters relating to the proposed combination of Metro PCS with T-Mobile USA, Inc. The goal of this merger is to create the value leader in the U.S. wireless marketplace.
The Metro PCS board of directors is unanimously recommending that the stockholders vote in favor of the proposed combination with T-Mobile. The presentation includes information which demonstrates that the proposed combination is the best alternative for Metro PCS’ stockholders. It will create sustainable, long term value for Metro PCS’ stockholders. The main goal of this presentation is to correct some inaccuracies and misperceptions that have been created by certain stockholders regarding the merger.
On March 25, 2013 Metro PCS sent out a letter to the stockholders. In the letter, they urge the stockholders to vote for the proposed combination with T-Mobile. They list several strong reasons for voting in favor of the proposal. They go on to say how they have conducted a thorough and extensive multi-year process to maximize stockholder value. This would happen if the proposed combination with T-Mobile takes place.
Metro PCS has followed up with another letter today, April 1, 2013. The letter describes some significant benefits to Metro PCS’ stockholders. The new letter reiterates the benefits and addresses certain assumptions that Institutional Shareholder Services (ISS) based its report on. According to Metro PCS, this report led to the wrong conclusions regarding the proposed combination.
ISS is a provider of corporate governance solutions to the global financial community. They have more than 1,700 clients who use their expertise to help them make more informed investment decisions. ISS enables the financial community to manage governance risk for the benefit of the shareholders.
Part of this new letter goes on to tell the stockholders that Metro PCS’s board and management thoroughly explored all of the possible alternatives along with discussions and negotiations with a variety of third parties. Their conclusion was that only negotiations with Deutsche Telekom (who is the holding company for T-Mobile) have resulted in an executed combination agreement.
Metro PCS states in the new letter that there have been no other bidders in the wings since the proposed combination with T-Mobile was mentioned.
ISS also states that “As a result, Metro PCS’ stockholders should not assume that another buyer will acquire Metro PCS if the proposed combination (with T-Mobile) is not approved.”
Glass Lewis, who is another independent proxy advisory firm, agrees that the Metro PCS board explored all alternatives. According to Glass Lewis, “In our opinion, the Metro PCS Board conducted a lengthy review of strategic alternatives and ultimately reached perhaps the inevitable conclusion that Metro PCS needs to combine with a larger strategic partner in order to address its challenges as a standalone company.”
You can read the Metro PCS Investor Presentation by clicking here.
Edited by
Ashley Caputo 
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