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-Mobile’s directors and executive officers is available in T-Mobile’s proxy statement dated April 26, 2018, for its 2018 Annual Meeting of Stockholders. Information about Sprint’s directors and executive officers is available in Sprint’s proxy statement dated June 26, 2018, for its 2018 Annual Meeting of Stockholders, and in Sprint’s 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, is contained in the joint consent solicitation statement/prospectus. Investors should read the joint consent solicitation statement/prospectus carefully 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-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;
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, 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.