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 and Facebook post related to the transaction:
JOHN J. LEGERE (Twitter @JohnLegere)
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Tweet:
.@TMobile + @Sprint = a larger, better & faster network across the country! Were ready to combine resources and build out a 5G network to give consumers more access to even more things!
[link to Bloomberg article below] Key info: http://NewTMobile.com
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|
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Facebook post:
T-Mobile + Sprint =
a larger, better & faster network across the country! Were ready to combine resources and build out a 5G
network to give consumers more access to even more things! [link to Bloomberg article below]
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T-Mobile
Says Big Fast Network a Reason to Approve Sprint Deal
By Todd Shields, Bloomberg, June 19, 2018
T-Mobile
US Inc. and Sprint Corp. asked regulators to approve their merger, saying consumers will benefit from a faster network even as the $26.5 billion deal removes a competitor from the U.S. wireless market.
An enlarged
T-Mobile
can quickly build a next-generation
so-called
5G network giving more people access to speedy broadband, the companies said in a document filed with the Federal Communications Commission on Monday. The application heralds months of scrutiny by competition and antitrust authorities.
T-Mobile,
the fastest-growing of the four major U.S. wireless companies thanks to low prices and features such as free
video, needs approval from the FCC and Justice Department. The combination of
T-Mobile
and smaller Sprint would have about 71 million wireless subscribers, compared with 77 million for AT&T Inc.
and 111 million for Verizon Communications Inc., according to data compiled by Bloomberg.
The merging companies have said that together theyd
have strength to take on leaders Verizon and AT&T.
The promise of 5G may not be enough to carry the deal before regulators concerned that
competition could be reduced by combining two of the top four mobile providers. Doubts have helped send shares of both
T-Mobile
and Sprint down since the deal was announced April 29. Regulators discouraged
an earlier dalliance between
T-Mobile
and Sprint, and in 2011 blocked larger AT&Ts attempt to buy
T-Mobile,
saying it was important to keep
four competitors in the market.
Since then theres been a change from Democratic to Republican leadership under President Donald Trump. The
companies are betting they can persuade the new regulators, who include an antitrust chief who tried unsuccessfully tried to block AT&Ts purchase of WarnerMedia.
T-Mobile,
based in Bellevue, Washington, faces a June 27 hearing before the U.S. Senates antitrust
panel which could shed light on the degree of political opposition to the deal for Sprint, based in Overland Park, Kansas.
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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