With ruling from Federal District Court in New
York, Companies Focused on Next, Final Steps in Merger to Become
the New T-Mobile
T-Mobile US, Inc. (NASDAQ: TMUS) and Sprint (NYSE: S) today
announced that after receiving a favorable decision in Federal
Court in New York the companies are now taking final steps to
complete their merger to create the New T-Mobile. In a decision
issued a short time ago, the Court stated that, “T-Mobile has
redefined itself over the past decade as a maverick that has
spurred the two largest players in its industry to make numerous
pro-consumer changes. The proposed merger would allow the merged
company to continue T-Mobile’s undeniably successful business
strategy for the foreseeable future.”
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the full release here:
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“Today was a huge victory for this merger … and now we are
FINALLY able to focus on the last steps to get this merger done! We
want to thank the Court for its thorough review of the facts we
presented in our case. We’ve said it all along: the New T-Mobile
will be a supercharged Un-carrier that is great for consumers and
great for competition. The broad and deep 5G network that only our
combined companies will be able to bring to life is going to change
wireless … and beyond. Look out Dumb and Dumber and Big Cable – we
are coming for you … and you haven’t seen anything yet!” said John
Legere, Chief Executive Officer of T-Mobile.
“This is a BIG win and a BIG day for the New T-Mobile! Now we
can get to work finishing what we set out to do – bringing a new
standard for value, speed, coverage, quality and customer service
to U.S. consumers everywhere and TRULY changing wireless for good.
Now we’re laser-focused on finishing the few open items that remain
but our eye is on the prize: finally bringing this long-awaited
merger and all the goodness it will deliver to a close as early as
April 1, 2020. We are SO ready to bring the New T-Mobile to life!”
said Mike Sievert, COO and President of T-Mobile.
“Judge Marrero’s decision validates our view that this merger is
in the best interests of the U.S. economy and American consumers,”
said Sprint Executive Chairman Marcelo Claure. “Today brings us a
big step closer to creating a combined company that will provide
nationwide 5G, lower costs, and a high-performing network that will
invigorate competition to the benefit of all mobile wireless and
in-home broadband consumers. With the support of federal regulators
and now this Court, we will focus on quickly completing the few
remaining necessary steps to close this transaction. I am proud of
my Sprint team’s dedication, passion and resilience throughout the
merger review process, and we are ready to make the vision of a New
T-Mobile a reality.”
The T-Mobile and Sprint combination remains subject to certain
closing conditions, including possible additional court
proceedings, and satisfactory resolution of outstanding business
issues among the parties. Additional information can be found at
www.NewTMobile.com.
Benefits of the New T-Mobile include:
- America’s first transformational nationwide 5G network and
services that will supercharge innovation throughout the U.S.
economy, connect people throughout the country and help bridge the
Digital Divide. With speeds up to 5x faster than current LTE in
just a few years and reaching as much as 15x faster by 2024, New
T-Mobile’s 5G network will change the way consumers think about and
use the Internet.
- Expanding access and bridging the Digital Divide with
#5GForAll. The New T-Mobile will challenge a system that is not
working for America’s consumers, driving competition and innovation
that benefits everyone, everywhere. New T-Mobile’s plans to deploy
a higher quality and more robust network for rural America and to
prioritize more vulnerable urban populations will ensure that all
Americans have a meaningful chance to thrive in the 5G
economy.
- Better service and lower prices for ALL Americans. New
T-Mobile is committed to delivering the same or better rate plans
at the same or better prices for three years – and that includes
5G. With 14X more total capacity in 2024 than standalone T-Mobile
has today, the New T-Mobile’s 5G network will bring down the cost
of delivering a gigabyte of data, providing enormous economic
incentives for the New T-Mobile to lower prices. New T-Mobile will
vigorously compete for consumers at all price points and all
customers, including prepaid and Lifeline, will have access to the
same amazing 5G network and services.
- Alternative to in-home broadband. The New T-Mobile Home
Internet will bring the Un-carrier beyond wireless to provide much
needed competition to Big Cable. New T-Mobile’s wireless in-home
broadband service will overcome the obstacles to extending
traditional wireline access by blanketing high-capacity coverage
over previously difficult to serve areas. It will deliver 100+ Mbps
speeds for wireless broadband to 90% of the population and in-home
service to over half the country’s households by 2024.
- Job creation nationwide. New T-Mobile will be a job
creator from Day One. In year one, New T-Mobile will have more than
3,500 additional full-time U.S. employees than the standalone
companies would have had, and 11,000 more people by 2024.
Additionally, plans to build more than 600 new retail locations and
five new customer experience centers will create approximately
12,000 more jobs – many in small towns.
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 86.0 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 Metro by T-Mobile. 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 54.2 million connections as of
December 31, 2019 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 a 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”) has filed a registration statement on Form S-4 (File
No. 333-226435), which was declared effective by the U.S.
Securities and Exchange Commission (the “SEC”) on October 29, 2018,
and which contains 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 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. The documents filed by T-Mobile 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, or 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 may be obtained free of charge at
Sprint’s website, at www.sprint.com, or at the SEC’s website, at
www.sec.gov, or 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.
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, including the antitrust
litigation brought by the attorneys general of certain states and
the District of Columbia; 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 the
Form S-4, as well as in T-Mobile’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2019 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, 2019 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/20200211005611/en/
T-Mobile US Media Relations MediaRelations@T-Mobile.com or
Investor Relations 877-281-TMUS OR 212-358-3210
investor.relations@t-mobile.com
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