Filed by
T-Mobile
US, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule
14a-12
under the Securities Exchange Act of 1934
Subject Company: Sprint Corporation
Commission File No.:
001-04721
A tweet related to the transaction:
G. MICHAEL
SIEVERT (Twitter @SievertMike)
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Tweet:
When it comes to 5G, I cannot stress this enough, the whole is WAY more than the sum of its parts! Only the New @TMobile is going to give America the kind of nationwide 5G thats more than just
stitched together parts. key info: http://newtmobile.com [link to VentureBeat article below]
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T-Mobile
promises cheap broadband and leapfrog 5G if FCC
allows Sprint merger
By Jeremy Horwitz, VentureBeat, June 19, 2018
In an exhaustive
677-page
submission today,
T-Mobile
formally asked for the
FCC to approve its proposed merger with Sprint, hoping that U.S. regulators will move quickly to let the companies build a unified 5G network. While the submission largely builds on earlier statements from
T-Mobile
and Sprint executives, the company is now promising to leapfrog AT&Ts and Verizons upcoming 5G networks, as well as using its new resources to offer an inexpensive
broadband package to U.S. customers.
As the FCC is reviewing the merger to determine whether consolidating two of the top four mobile providers will be
in the public interest,
T-Mobiles
pitch focuses heavily on illustrating consumer benefits from the merger. Among the submissions claims:
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T-Mobile
will invest nearly $40 billion in a combined 5G network, which by 2024 will offer triple the 5G capacity that
T-Mobile
and
Sprint would have mustered as separate companies, with four to six times faster speeds.
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T-Mobile
expects to leapfrog rivals with its networks superior breadth and depth, forcing Verizon and AT&T to move faster and offer better service to remain competitive.
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Thanks to doubling of its network capacity, the cost of delivering each gigabyte of data to customers will be greatly reduced, leading to a claimed 55 percent decrease in price per GB and a
120 percent increase in cellular data supply for all wireless customers.
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The submission also says that the
T-Mobile
5G network will eliminate the gap between mobile and fixed broadband performance, enabling
T-Mobile
to offer an aggressively priced wireless
in-home
broadband solution to compete
head-on
with the traditional providers.
T-Mobile
CEO John Legere spotlighted this point in
a typically bombastic accompanying blog post, saying:
These cable/broadband providers are some of Americas most hated companies
in the market, and for good reason they treat their customers horribly because so many of their customers dont have any choice! Personally, I cant wait to bring the fight to them! In fact, I plan for the New
T-Mobile
to be the countrys fourth largest
in-home
ISP by 2024, freeing millions from the likes of Comcast and Charter in the process!
Arguably the most compelling claim in the submission is the suggestion that a combined
T-Mobile
and Sprint will have a
better shot at materially eroding its carrier rivals market share. The combined company will have lower costs and the incentives to engage in aggressive pricing to expand its 4G LTE customer base as the industry continues its major
transformation towards 5G,
T-Mobile
claims, promising continued
Un-carrier
disruptions, more choices for customers, and new deals targeted at both
mobile and cord-cutting broadband users. Many of the benefits will be targeted at rural areas, small towns, and otherwise underserved communities.
For their parts, Verizon and AT&T have each downplayed the importance of the
T-Mobile/Sprint
merger, portraying it as all but irrelevant to their separate plans to build competing but different 5G networks. The new
T-Mobiles
interest in grabbing customers from cable companies and ISPs comes as Comcast and others continue to explore service offerings to compete with cellular companies, either using 5G wireless or higher-speed wired technologies.
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 SECs website
or from
T-Mobile
or Sprint. The documents filed by
T-Mobile
with the SEC may be obtained free of charge at
T-Mobiles
website, at
www.t-mobile.com
, or at the SECs 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 Sprints website, at
www.sprint.com
, or at the SECs 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-Mobiles
directors and executive
officers is available in
T-Mobiles
proxy statement dated April 26, 2018, for its 2018 Annual Meeting of Stockholders. Information about Sprints directors and executive officers is available in
Sprints proxy statement dated June 26, 2018, for its 2018 Annual Meeting of Stockholders, and in Sprints subsequent Current Report on Form
8-K
filed with the SEC on July 2, 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-Mobiles,
Sprints and the combined companys 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-Mobiles
or Sprints common stock and on
T-Mobiles
or Sprints 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-Mobiles
or Sprints 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-Mobiles
or Sprints common stock and on
T-Mobiles
or Sprints 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 Sprints 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-Mobiles
or Sprints 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-Mobiles
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
. 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
assumes 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.
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