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MetroPCS Shareholders Sue to Stop T-Mobile Takeover
Claim Deal Heavily Favors Deutsche Telekom Execs
by Karl Bode Tuesday 16-Oct-2012 tags: legal · competition · business · wireless · TMobile · wireless · cellular
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Insisting that MetroPCS and T-Mobile are "cheating shareholders" through a "drastically undervalued" deal, MetroPCS investors have filed suit to block the deal. The deal would give Deutsche Telekom a 74% stake in the combined company, and involves a 1-for-2 reverse stock split and a $1.5 billion cash payment to shareholders at $4.09 per share. The deal also involves shutting down the MetroPCS network, and migrating users slowly over to the eventual T-Mobile LTE network. However, MetroPCS shareholders aren't happy with the arrangement, saying that it favors T-Mobile owner Deutsche Telekom and the company's executives:

"The process leading to the proposed acquisition was tainted by conflicts, tilted towards T-Mobile and driven entirely by the board and company management, who together control 15.4 percent of PCS' outstanding stock and seek liquidity for their illiquid holdings. [Metro]PCS' officers and directors will receive millions of dollars in special payments - not being made to ordinary shareholders - for currently unvested stock options, performance units and restricted shares, all of which shall, upon the merger's closing, become fully vested and exercisable."

The plaintiffs are demanding "injunctive and declaratory relief" for "derivative and class claims of breach of fiduciary duty, abuse of control, gross mismanagement, unjust enrichment and corporate waste."

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IowaCowboy
Want to go back to Iowa
Premium
join:2010-10-16
Springfield, MA
Reviews:
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US Cellular would be a better buyer

If US Cellular bought MetroPCS, then they could expand their footprint into southern New England.

I would go with them if they were to offer the iPhone. I currently have Verizon and I am happy with them.
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Simba7
I Void Warranties

join:2003-03-24
Billings, MT

Re: US Cellular would be a better buyer

said by IowaCowboy:

I would go with them if they were to offer the iPhone.

There you go again.

Unless you really don't value your data plan and enjoy burning your money. There's better phones out there besides the iPhone.

Linklist
Premium
join:2002-03-03
Longport, NJ
kudos:5

This could go 1 of 2 ways

This lawsuit could cause one of two things to happen:
1 - A settlement. A lawsuit gets TMO to push more money at shareholders after which the lawsuit goes away. And the merger moves forward quickly thru DOJ & FCC.
2 - TMO refuses to sweeten the pot. The lawsuit goes forward and the continuing opposition causes the DOJ & FCC to start looking hard at the deal; slowing it down; and maybe bringing in other potential buyers of MetroPCS - like a newly cash rich Sprint, flush with Softbank money.
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hottboiinnc
ME

join:2003-10-15
Cleveland, OH

Re: This could go 1 of 2 ways

Sprint doesn't have the cash yet. They're still has to be approval of that, especially since Softbank is NOT a US company. They're playing on a thin line with that. Especially since others can cry to the DOJ and have it stopped.

JamesPC

join:2005-10-12
Orange, CA

1 edit

Re: This could go 1 of 2 ways

said by hottboiinnc:

Sprint doesn't have the cash yet. They're still has to be approval of that, especially since Softbank is NOT a US company. They're playing on a thin line with that. Especially since others can cry to the DOJ and have it stopped.

LOL, sprint will get 3 Billion up front before regulatory approval around mid next year. Again with stuff you don't know.

»SoftBank/Sprint Clearwire Acquisition Rumors Deflated

(specifically Sprint's decision to issue an immediate $3 billion convertible bond to SoftBank)
hottboiinnc
ME

join:2003-10-15
Cleveland, OH

Re: This could go 1 of 2 ways

the DOJ still has final say on weather it happens or not. That 3bill won't go far.

And your link only stated about Clear. Which if Sprint was smart they would have kept. And yes I do know. I've said before Sprint will end up selling out as they don't have the funds to keep going. They did sell out. I also stated they won't have the money to keep their LTE network build out going. Well they admitted they didn't have the funds and needed this buy out. Well it shows that, YES i do know what I'm talking about. What you don't realize is your Blogger Friend that writes the news, doesn't know. Otherwise he would have been saying all along that Spent was going to go bankrupt without a buy out. The iCrap products is what did it for them. They were stupid for taking the iPhone just to try to compete. But if they were smart, they would have taken the VZW version and put the ESN in their database. Oh wait, Sprint won't do that. TMO is the only smart one with everything.
tmc8080

join:2004-04-24
Brooklyn, NY
Reviews:
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simple remedy..

lock the exercise of payments and invesments for 5 years... either the company will sink or swim.. and the executive's pay with it.. typical locks on deals like this are 6 months.

investors have options to sell shares now pre-finalization so they have liquid assets.. if they don't believe in the deal, they should sell now and the market determines what price you can get as always.

xmark

@sbcglobal.net

t

why don't they just buy all of metro pcs.

leibold
Premium,MVM
join:2002-07-09
Sunnyvale, CA
kudos:6
Reviews:
·SONIC.NET

Wrong or misleading subtitle

The part about the deal being in favor of T-Mobile and their owner Deutsche Telekom is correct.

However the suit claims that MetroPCS officers and directors will receive millions of dollars (not Deutsche Telekom Execs).

Edit: at the very least a comma is missing between "Deutsche Telekom" and "Execs" since it the latter refers to the MetroPCS execs.
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