T-Mobile US, Inc. (NASDAQ: TMUS) President and CEO John Legere
and Sprint Corporation (NYSE: S) CEO Marcelo Claure will jointly
host a conference call with investors and media on Sunday, April
29, 2018.
Legere and Claure will share brief prepared remarks on the
agreement to combine the two companies, which was announced via
press release at 12:00 p.m. EDT on Sunday, April 29, 2018. They
will also allow time for dialogue with analysts, investors and
media.
More information about the agreement can be found at
www.Allfor5G.com.
Investor and Media Call Access
Information
Date: Sunday, April 29, 2018 Time: 12:30 p.m. Eastern
Time (10:30 a.m. Pacific Time) Call-in Number: 888-599-8685 (U.S.
Toll Free) International: +1 323-794-2415 (International)
Participant Passcode: 894223 Live audio webcast:
www.Allfor5G.com
To submit questions via Twitter, send a tweet to @JohnLegere,
@MarceloClaure, @TMobile, or @Sprint using #5GforAll.
Please plan to access the call 10 minutes prior to the scheduled
start time.
About T-Mobile
As America's Un-carrier, T-Mobile US, Inc. (NASDAQ: TMUS) is
redefining the way consumers and businesses buy wireless services
through leading product and service innovation. Our advanced
nationwide 4G LTE network delivers outstanding wireless experiences
to 72.6 million customers who are unwilling to compromise on
quality and value. Based in Bellevue, Washington, T-Mobile US
provides services through its subsidiaries and operates its
flagship brands, T-Mobile and MetroPCS. For more information,
please visit http://www.t-mobile.com.
About Sprint
Sprint (NYSE: S) is a communications services company
that creates more and better ways to connect its customers to
the things they care about most. Sprint served 54.6 million
connections as of Dec. 31, 2017, and is widely recognized for
developing, engineering and deploying innovative technologies,
including the first wireless 4G service from a national carrier
in the United States; leading no-contract brands including
Virgin Mobile USA, Boost Mobile, and Assurance Wireless;
instant national and international push-to-talk capabilities; and a
global Tier 1 Internet backbone. Today, Sprint’s legacy of
innovation and service continues with an increased investment to
dramatically improve coverage, reliability and speed across its
nationwide network and commitment to launching the
first 5G mobile network in the U.S. You can learn
more and visit Sprint
at www.sprint.com or www.facebook.com/sprint and www.twitter.com/sprint.
Important Additional Information
In connection with the proposed transaction, T-Mobile US, Inc.
(“T-Mobile”) will file a registration statement on Form S-4, which
will contain a joint consent solicitation statement of T-Mobile and
Sprint Corporation (“Sprint”), that also constitutes a prospectus
of T-Mobile (the “joint consent solicitation
statement/prospectus”), and each party will file other documents
regarding the proposed transaction with the U.S. Securities and
Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE JOINT CONSENT SOLICITATION STATEMENT/PROSPECTUS
AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. When
final, a definitive copy of the joint consent solicitation
statement/prospectus will be sent to T-Mobile and Sprint
stockholders. Investors and security holders will be able to obtain
the registration statement and the joint consent solicitation
statement/prospectus free of charge from the SEC’s website or from
T-Mobile or Sprint. The documents filed by T-Mobile with the SEC
may be obtained free of charge at T-Mobile’s website, at
www.t-mobile.com, or at the SEC’s website, at www.sec.gov. These
documents may also be obtained free of charge from T-Mobile by
requesting them by mail at T-Mobile US, Inc., Investor Relations, 1
Park Avenue, 14th Floor, New York, NY 10016, or by telephone at
212-358-3210. The documents filed by Sprint with the SEC may be
obtained free of charge at Sprint’s website, at www.sprint.com, or
at the SEC’s website, at www.sec.gov. These documents may also be
obtained free of charge from Sprint by requesting them by mail at
Sprint Corporation, Shareholder Relations, 6200 Sprint Parkway,
Mailstop KSOPHF0302-3B679, Overland Park, Kansas 66251, or by
telephone at 913-794-1091.
Participants in the Solicitation
T-Mobile and Sprint and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of consents in
respect of the proposed transaction. Information about T-Mobile’s
directors and executive officers is available in T-Mobile’s proxy
statement dated April 26, 2018, for its 2018 Annual Meeting of
Stockholders. Information about Sprint’s directors and executive
officers is available in Sprint’s proxy statement dated June 19,
2017, for its 2017 Annual Meeting of Stockholders, and in Sprint’s
subsequent reports on Form 8-K filed with the SEC on January 4,
2018 and January 17, 2018. Other information regarding the
participants in the consent solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the joint consent solicitation
statement/prospectus and other relevant materials to be filed with
the SEC regarding the acquisition when they become available.
Investors should read the joint consent solicitation
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from T-Mobile or Sprint as indicated
above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains certain forward-looking statements
concerning T-Mobile, Sprint and the proposed transaction between
T-Mobile and Sprint. All statements other than statements of fact,
including information concerning future results, are
forward-looking statements. These forward-looking statements are
generally identified by the words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “may,” “could” or similar
expressions. Such forward-looking statements include, but are not
limited to, statements about the benefits of the proposed
transaction, including anticipated future financial and operating
results, synergies, accretion and growth rates, T-Mobile’s,
Sprint’s and the combined company’s plans, objectives, expectations
and intentions, and the expected timing of completion of the
proposed transaction. There are several factors which could cause
actual plans and results to differ materially from those expressed
or implied in forward-looking statements. Such factors include, but
are not limited to, the failure to obtain, or delays in obtaining,
required regulatory approvals, and the risk that such approvals may
result in the imposition of conditions that could adversely affect
the combined company or the expected benefits of the proposed
transaction, or the failure to satisfy any of the other conditions
to the proposed transaction on a timely basis or at all; the
occurrence of events that may give rise to a right of one or both
of the parties to terminate the business combination agreement;
adverse effects on the market price of T-Mobile’s or Sprint’s
common stock and on T-Mobile’s or Sprint’s operating results
because of a failure to complete the proposed transaction in the
anticipated timeframe or at all; inability to obtain the financing
contemplated to be obtained in connection with the proposed
transaction on the expected terms or timing or at all; the ability
of T-Mobile, Sprint and the combined company to make payments on
debt or to repay existing or future indebtedness when due or to
comply with the covenants contained therein; adverse changes in the
ratings of T-Mobile’s or Sprint’s debt securities or adverse
conditions in the credit markets; negative effects of the
announcement, pendency or consummation of the transaction on the
market price of T-Mobile’s or Sprint’s common stock and on
T-Mobile’s or Sprint’s operating results, including as a result of
changes in key customer, supplier, employee or other business
relationships; significant transaction costs, including financing
costs, and unknown liabilities; failure to realize the expected
benefits and synergies of the proposed transaction in the expected
timeframes or at all; costs or difficulties related to the
integration of Sprint’s network and operations into T-Mobile; the
risk of litigation or regulatory actions; the inability of
T-Mobile, Sprint or the combined company to retain and hire key
personnel; the risk that certain contractual restrictions contained
in the business combination agreement during the pendency of the
proposed transaction could adversely affect T-Mobile’s or Sprint’s
ability to pursue business opportunities or strategic transactions;
effects of changes in the regulatory environment in which T-Mobile
and Sprint operate; changes in global, political, economic,
business, competitive and market conditions; changes in tax and
other laws and regulations; and other risks and uncertainties
detailed in T-Mobile’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2017 and in its subsequent reports on Form
10-Q, including in the sections thereof captioned “Risk Factors”
and “Cautionary Statement Regarding Forward-Looking Statements,” as
well as in its subsequent reports on Form 8-K, all of which are
filed with the SEC and available at www.sec.gov and
www.t-mobile.com, and in Sprint’s Annual Report on Form 10-K for
the fiscal year ended March 31, 2017 and in its subsequent reports
on Form 10-Q, including in the sections thereof captioned “Risk
Factors” and “MD&A — Forward-Looking Statements,” as well as in
its subsequent reports on Form 8-K, all of which are filed with the
SEC and available at www.sec.gov and www.sprint.com.
Forward-looking statements are based on current expectations and
assumptions, which are subject to risks and uncertainties that may
cause actual results to differ materially from those expressed in
or implied by such forward-looking statements. Given these risks
and uncertainties, persons reading this communication are cautioned
not to place undue reliance on such forward-looking statements.
T-Mobile and Sprint assume no obligation to update or revise the
information contained in this communication (whether as a result of
new information, future events or otherwise), except as required by
applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180429005059/en/
For T-Mobile:Media
RelationsMediaRelations@t-mobile.comorInvestor
Relations212-358-3210investor.relations@t-mobile.comorFor
SprintDavid Tovardavid.tovar@sprint.comorJud
Henryinvestor.relations@sprint.com
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