MetroPCS (NYSE:PCS) is facing pressure on multiple fronts from minority shareholders over its proposed merger with T-Mobile USA, with its largest single investor coming out against the deal and another one urging the company to update its regulatory filings ahead of a shareholder vote on the deal.
Last week Paulson & Co., run by billionaire hedge fund manager John Paulson, said it would oppose the deal unless the companies sweetened the offer for MetroPCS shareholders. Paulson holds a 9.9 percent stake in MetroPCS. Paul said that the merged company would have "too much debt at too high an interest rate to be competitive."
P. Schoenfeld Asset Management LP, whose holdings represent about 2 percent of MetroPCS shares, told Reuters in a statement on Sunday that the firm hoped "the company will again do the right thing and incorporate the year-end results of both MetroPCS and T-Mobile that were released this past week in their updated proxy financials." Schoenfeld has been pushing for a better deal as well.
Under the terms of the transaction, MetroPCS will engage in a reverse-merger with T-Mobile and Deutsche Telekom will own 74 percent the combined company, which will be public. MetroPCS will also declare a 1-for-2 reverse stock split and pay $1.5 billion in cash to its shareholders.
Late last week MetroPCS also said it will delay the date of the shareholder vote on the deal from March 28 to April 12.
In a statement, MetroPCS said it believes the new meeting date for the vote will provide shareholders with more time to review its full-year financial results filed with the Securities and Exchange Commission on March 1, "and to consider the compelling benefits of the proposed combination with T-Mobile to create the leading value carrier in the United States." MetroPCS also said it intends to submit an amended proxy statement to the SEC in connection with the vote.
"We are pleased that MetroPCS has decided to institute a new record date of March 11 and moved the special meeting vote to April 12, following our communication with the company questioning the propriety of the record date," Schoenfeld said in its statement.
- see this Reuters article
- see this MetroPCS release
- see this NYT article
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