Companies drive forward toward closing the
merger to become the New T-Mobile as early as April 1, 2020
T-Mobile US, Inc. (NASDAQ: TMUS) and Sprint Corporation (NYSE:
S) today announced that they have entered into an amendment to
their definitive Business Combination Agreement to create the New
T-Mobile. The Boards of Directors of T-Mobile and Sprint have
unanimously approved the amendment. The amendment has no impact on
T-Mobile’s previously stated outlook on the New T-Mobile’s
synergies, long-term profitability and cash generation.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20200220005964/en/
A separate arrangement entered into by SoftBank Group Corp. in
connection with the amendment will result in an effective exchange
ratio of approximately 11.00 Sprint shares for each T-Mobile share
immediately following the closing of the merger, an increase from
the originally agreed 9.75 shares. This is a result of SoftBank
agreeing to surrender approximately 48.8 million T-Mobile shares
acquired in the merger to New T-Mobile immediately following the
closing of the transaction, making SoftBank’s effective ratio 11.31
Sprint shares per T-Mobile share. Sprint shareholders other than
SoftBank will continue to receive the original fixed exchange ratio
of 0.10256 T-Mobile shares for each Sprint share, or the equivalent
of approximately 9.75 Sprint shares for each T-Mobile share.
Immediately following the closing, and after the surrender of
shares by SoftBank, Deutsche Telekom and SoftBank are expected to
hold approximately 43% and 24%, respectively, of the fully diluted
New T-Mobile shares, with the remaining approximately 33% held by
public shareholders.
T-Mobile has agreed to re-issue to SoftBank the previously
surrendered shares upon the achievement of certain stock price
milestones by New T-Mobile during a specified measurement period,
and subject to certain additional terms, as outlined in the letter
agreement that will be filed by each of T-Mobile and Sprint with
the SEC.
In addition, the amendment extends the “outside date” under the
Business Combination Agreement to July 1, 2020, and modifies
certain other provisions of the Business Combination Agreement as
described in the companies’ SEC filings.
“Today’s announcement is another significant step forward toward
finally closing this transaction! Throughout this journey, T-Mobile
and Sprint have been singularly focused on one thing: building a
supercharged Un-carrier that will offer U.S. consumers a broad and
deep nationwide 5G network, more choice and greater competition. We
are now on the threshold of achieving our goal. And did I mention
how fun it’s going to be sticking it to Dumb, Dumber and Big Cable
along the way? This is going to be epic!” said John Legere, CEO of
T-Mobile.
“With today’s agreement in place, we are now turning our
attention toward our goal of closing this transaction and creating
the New T-Mobile as early as April 1, 2020,” said Mike Sievert, COO
and President of T-Mobile, and appointed CEO of the company
starting on May 1, 2020. “We are on the verge of being able to do
what we’ve set out to do from day one -- reshape a broken wireless
industry and create the new standard for consumers when it comes to
value, speed, quality and service. The New T-Mobile is literally
going to change wireless for good and now we’re almost ready to get
to the fun part: bringing our teams together, building this
supercharged Un-carrier and becoming the envy of the wireless
industry and beyond!”
“Completing this step is yet another critical milestone in
securing Sprint’s future, and it brings us one step closer to
closing this historic transaction that has been years in the
making,” said Marcelo Claure, Sprint Executive Chairman. “I’m
incredibly thankful for the perseverance and resilience of everyone
that has gotten us to this point.”
The T-Mobile and Sprint combination remains subject to certain
closing conditions. Additional information can be found at
www.NewTMobile.com.
PJT Partners and Goldman Sachs are acting as financial advisors
to T-Mobile. Wachtell, Lipton, Rosen & Katz is providing legal
counsel to T-Mobile and Deutsche Telekom. Evercore is acting as
financial advisor to the committee of independent directors of
T-Mobile and Latham & Watkins is providing legal counsel to the
committee of independent directors. Morgan Stanley is serving as a
financial advisor to Deutsche Telekom.
The Raine Group LLC is acting as lead financial advisor to
Sprint. J.P. Morgan is also acting as a financial advisor to
Sprint. Morrison & Foerster LLP is providing legal counsel to
Sprint and SoftBank.
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 thirteen 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/20200220005964/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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