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It’s been a long journey for T-Mobile and Sprint to get to this point with the two officially filing their merger deal back in June 2018.
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The new figure is the result of SoftBank's agreement to surrender some 48.8 million T-Mobile shares it stands to acquire as part of the transaction.
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The merger withstood a federal antitrust challenge that argued a combined New T-Mobile would slow innovation and decrease competition in the wireless market.
Sprint and T-Mobile have come together to amend their merger deal agreement, giving Deutsche Telekom a higher ownership stake in the new venture. T-Mobile said on Thursday that it plans to close the merger by April 1, 2020. Sprint shares were up more than 4% after hours following the announcement. T-Mobile shares were down 1.5%.
Common shareholders won’t see a change in the exchange ratio, which is 9.75 Sprint shares for 1 T-Mobile share. SoftBank, which owns the more than 80% of Sprint, will see an exchange ratio of 11 Sprint shares for each T-Mobile share, the companies said. it will gain in the merger after the transaction is complete. SoftBank and Deutsche Telekom will hold 24% and 43% of shares in the newly combined company, respectively, according to the announcement.
as it will reduce its reliance on Europe, where carriers are struggling to grow amid fierce competition. T-Mobile makes up more than half of Deutsche Telekom’s sales, up from about a third in 2014. Deutsche Telekom shares fell 1.3% to trade at 16.41 euros in Frankfurt. Sprint shares were up 5% to $9.96 at 11:01 a.m. in New York, while T-Mobile was down 1.8% to $97.73.
The original accord, which united the third- and fourth-largest U.S. wireless carriers, was forged in April 2018. That pact lapsed on Nov. 1, and the companies didn’t initially renew the terms while they fought for government approval. , that put the talks on the front burner.
Along the way, . Consequently, adding pressure to redraw the agreement so that it was more favorable to Deutsche Telekom. A completed deal will also benefit Sprint owner SoftBank Group Corp. by allowing its chairman, Masayoshi Son, to better focus on his technology investments and the $100 billion Vision Fund.
According to the people, SoftBank agreed to relinquish the stock and give Deutsche Telekom a slightly higher ownership stake after Sprint’s financials have eroded during the long deal approval process. Sprint shareholders other than SoftBank will continue to receive the original exchange ratio. If the merged company’s stock hits $150 between 2022 and 2025, SoftBank can get its original percentage of shares back.
Sources said that SoftBank agreed to the change to avoid delaying the close of the merger. If the ratio for the Sprint common shareholders was changed, a new fairness opinion and a shareholder vote may have been required, which could have delayed the close by four months.
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The purpose of the arrangement was structured just so the deal would be closed without the involvement of another shareholder vote.
Sprint investors other than SoftBank will still get the original ratio of 0.10256 T-Mobile shares for each Sprint share -- the equivalent of about 9.75 Sprint shares for each T-Mobile share.
Deutsche Telekom, the majority owner of T-Mobile, and SoftBank didn’t want to amend the common shareholder exchange ratio because a change would require a new shareholder vote which would add months to the deal’s closing, according to two people familiar with the matter, who asked not to be named because the discussions were private. The two companies have already waited nearly two years for the transaction’s approval after state Attorneys general sued to block the deal.
and the Federal Communications Commission, the last major hurdle was a lawsuit looking to block the deal from attorneys general from 13 states plus the District of Columbia.
“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.”
-John Legere, CEO at T-Mobile
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The two are still calling this merged carrier the “New T-Mobile,” announcing their unified goals, as follows:
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Build a world-class nationwide 5G network – leapfrogging Verizon and AT&T.
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Allow Millions of Americans to “cut the cord”.
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Bring Rural Americans Better Service.
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New Choices for Video and Enterprise Customers.
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Create Thousands of Additional American Jobs.
“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. 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.”
- Mike Sievert, COO and President of T-Mobile
The lawsuit that the judge ruled brought by the Attorneys general from multiple states was based on concerns that the merger would be bad for consumers by creating less competition in the wireless market. Now that the merger is mostly a done deal, time will tell if the New T-Mobile will deliver on its promises.
Deutsche Telekom CEO Tim Hoettges said on Wednesday the new T-Mobile would have a market value of around $120 billion. That compares with $274 billion for AT&T (T.N) and $242 billion for Verizon (VZ.N).