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SOURCE P. Schoenfeld Asset Management LP (PSAM)
In the news release, "P. Schonefeld Asset Management Issues White Paper On MetroPCS/T-Mobile Transaction," issued March 18, 2013 by P. Schoenfeld Asset Management LP (PSAM) over PR Newswire, we are advised by the company that "P. Schoenfeld Asset Management" was previously misspelled in the release and has now been corrected. The complete, corrected release follows:
NEW YORK, March 18, 2013 /PRNewswire/ -- P. Schoenfeld Asset Management LP ("PSAM") issued a white paper today that provides detailed analysis of the proposed MetroPCS Communications, Inc. ("PCS") and T-Mobile USA, Inc. ("T-Mobile") transaction (the "Proposed T-Mobile Transaction"), and outlines for all MetroPCS shareholders an overwhelming case for why it is in the best interests of PCS shareholders to vote against the Proposed T-Mobile Transaction. PSAM's white paper will be filed with the Securities and Exchange Commission ("SEC") later today.
Following are excerpts from the PSAM white paper. To read PSAM's white paper in its entirety and a more detailed description of the arguments below, please go to the following link: www.innisfreema.com/pcs.
PROPOSED T-MOBILE TRANSACTION DOES NOT PROVIDE FULL AND FAIR VALUE TO PCS SHAREHOLDERS
A Standalone PCS is a viable and attractive alternative to the Proposed T-Mobile Transaction
Equity split does not reflect PCS's strong recent performance and does not provide the value PCS shareholders deserve
Deal unfairly favors Deutsche Telekom, creates serious conflicts of interest and violates good corporate governance
$1.5 billion spectrum acquisition deduction charged to PCS is not appropriate
THE DEAL IS IRRESPONSIBLY AND INEFFICIENTLY STRUCTURED
Proposed capital structure of the Combined Company transfers value from PCS shareholders to DT and places excess risk on PCS shareholders
Combined Company will be over leveraged
Tremendous lack of transparency regarding the Proposed T-Mobile Transaction
THE ALTERNATIVES TO THE PROPOSED T-MOBILE TRANSACTION ARE MORE ATTRACTIVE AND OFFER BETTER DOWNSIDE PROTECTION
The market is clearly and strongly voting against the transaction and so should you
On March 12, 2013, P. Schoenfeld Asset Management LP, P. Schoenfeld Asset Management GP LLC and Peter M. Schoenfeld (collectively, the "PSAM Group") filed with the Securities and Exchange Commission (the "SEC") a definitive proxy statement (the "Definitive Proxy Statement") relating to the solicitation of proxies by the PSAM Group from stockholders of MetroPCS Communications, Inc. ("MetroPCS") in connection with the special meeting of stockholders to be held on April 12, 2013 to vote upon matters relating to the proposed combination of MetroPCS with T-Mobile USA, Inc. STOCKHOLDERS OF METROPCS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC RELATING TO SUCH SOLICITATION CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH SOLICITATION. The Definitive Proxy Statement and form of WHITE proxy card will be furnished to some or all of the stockholders of MetroPCS and will, along with other relevant documents filed with the SEC, be available free of charge at the SEC's website at http://www.sec.gov. In addition, the PSAM Group will provide copies of the Definitive Proxy Statement and accompanying WHITE proxy card without charge upon request.
P. Schoenfeld Asset Management LP (together with its affiliates, "PSAM") was founded by Peter M. Schoenfeld and has been providing investment advisory services since 1997. PSAM invests on behalf of its clients in both equity and credit securities in global event driven opportunities, including: international consolidations, corporate restructurings, spin-offs, divestitures, and stressed and distressed credits. PSAM has offices in New York and London, which are registered with the SEC and authorised and regulated by the FSA, respectively.
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