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| PCS > SEC Filings for PCS > Form 8-K on 19-Nov-2012 | All Recent SEC Filings |
19-Nov-2012
Other Events, Financial Statements and Exhibits
On November 19, 2012 MetroPCS Communications, Inc. ("MetroPCS") received a
request for additional information (the "Second Request") from the U.S.
Department of Justice (the "DOJ") in connection with MetroPCS' proposed
transaction with T-Mobile USA, Inc. ("T-Mobile") pursuant to the business
combination agreement, dated October 3, 2012, by and among Deutsche Telekom AG,
an Aktiengesellschaft organized in Germany ("Deutsche Telekom"), T-Mobile Global
Zwischenholding GmbH, a Gesellschaft mit beschrankter Haftung organized in
Germany and a direct wholly-owned subsidiary of Deutsche Telekom ("Global"),
T-Mobile Global Holding GmbH, a Gesellschaft mit beschrankter Haftung organized
in Germany and a direct wholly-owned subsidiary of Global ("Holding"), T-Mobile,
a Delaware corporation and direct wholly-owned subsidiary of Holding, and
MetroPCS. The Second Request was issued pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.
On November 19, 2012 MetroPCS issued a press release relating to the Second
Request. A copy of MetroPCS' press release is attached as Exhibit 99.1
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between
MetroPCS and Deutsche Telekom. In connection with the proposed transaction,
MetroPCS filed with the Securities and Exchange Commission (the "SEC") a
preliminary proxy statement on November 16, 2012. The preliminary proxy
statement is not final and will be superseded by a definitive proxy statement to
be filed by MetroPCS with the SEC. Investors and security holders are urged to
read carefully the preliminary proxy statement and the 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, 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. The definitive
proxy statement will be mailed to MetroPCS' stockholders. 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' proxy statement, dated April 16, 2012, for its 2012
Annual Meeting of Stockholders. 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 preliminary proxy
statement and will be contained in the definitive proxy statement and other
relevant materials to be filed with the SEC regarding the proposed transaction
when they become available. Investors should read the definitive proxy
statement carefully when it becomes available before making any voting or
investment decisions.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K 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 Current Report on Form 8-K that are not statements of historical fact,
including statements about when the parties expect that the proposed transaction
will close, whether the DOJ will approve the transaction, MetroPCS' timeframe
for compliance the Second Request, and statements about our beliefs, opinions,
projections, 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.
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 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' 2011 Annual Report on Form
10-K, filed February 29, 2012, and Quarterly Report on Form 10-Q for the quarter
ended September 30, 2012, filed October 30, 2012, and other filings with the SEC
available at the SEC's website (www.sec.gov).
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 Current Report on Form 8-K, except as
required by law.
(d) Exhibits
EXHIBIT
NUMBER DESCRIPTION
99.1 - Press release, dated November 19, 2012, entitled "MetroPCS
Receives Request for Additional Information from DOJ
Regarding Proposed Combination with T-Mobile"
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