DGAP-Ad-hoc: Deutsche Telekom AG / Key word(s): Merger Deutsche Telekom AG: T-Mobile US, Inc. announces plans to combine with Sprint Corp. in a stock for stock merger 29-Apr-2018 / 18:19 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- T-Mobile US, Inc. announces plans to combine with Sprint Corp. in a stock for stock merger T-Mobile US, Inc., a publicly listed subsidiary of Deutsche Telekom AG, and Sprint Corp., a publicly listed subsidiary of Softbank Group Corp., together with Deutsche Telekom and Softbank, today have entered into a legally binding business combination agreement to merge the two companies in an all-stock transaction at an exchange ratio of one T-Mobile US share for 9.75 shares of Sprint's outstanding common stock without an additional cash component. This will add approx. 426 million T-Mobile US shares to the 865 million already issued, bringing the total to approx. 1.29 billion shares (based on fully diluted shares). The completion of the transaction is subject to a number of closing conditions, including, among others, the receipt of required antitrust and regulatory approvals (inter alia Department of Justice, FCC, CFIUS) and approvals by the shareholders of T-Mobile US and Sprint. Upon completion of the transaction, it is expected that Deutsche Telekom, Softbank and the public will hold approximately 42 percent, 27 percent and 31 percent of the combined company's common stock respectively. In addition, Softbank and Deutsche Telekom will enter into a voting agreement securing Deutsche Telekom a proxy over all of Softbank's shares in the combined company. Following the merger, Deutsche Telekom will have the right to appoint 9 out of 14 members of the Board of Directors of T-Mobile US, of whom a minimum of two must be independent. Timotheus Höttges, CEO of Deutsche Telekom, will become Chairman of the Board of T-Mobile US, and John Legere, currently a Board Member and Chief Executive Officer of T-Mobile US, will continue as a Board Member and Chief Executive Officer of T-Mobile US. The shareholder structure and a clear governance will allow Deutsche Telekom to continue to fully consolidate T-Mobile US. Cost and capex synergies with a net present value of approximately 43 billion U.S. dollars (net of integration costs) are expected for the then larger T-Mobile US as a result of the merger, with projected integration costs of around 15 billion U.S. dollars. Starting 3 years after closing of the transaction, synergies are expected to exceed integration costs for the first time. The transaction will not affect Deutsche Telekom's outlook on the group for the current financial year 2018. Deutsche Telekom's statement on dividend policy for the financial year 2018 also remains unchanged. Net leverage (defined as net debt to adjusted EBITDA) for Deutsche Telekom is expected to exceed the target corridor of 2.0-2.5x following the transaction. However, strong free cash flow generation of T-Mobile US over the coming years is expected to result in strong deleveraging bringing the ratio back to the target corridor in 2021. For calculation purposes closing of the transaction is assumed to take place at the end of 2018. T-Mobile US and Sprint, however, expect closing of the transaction in the first half of 2019. Deutsche Telekom figures are based on current accounting standards (not taking IFRS 16 into account). --------------------------------------------------------------------------- Information and Explanation of the Issuer to this News: Disclaimer This message contains forward-looking statements that reflect the current views of Deutsche Telekom's management with respect to future events. They are generally identified by the words 'expect,' 'anticipate,' 'believe,' 'intend,' 'estimate,' 'aim,' 'goal,' 'plan,' 'will,' 'seek,' 'outlook,' or similar expressions and include generally any information that relates to expectations or targets for revenue, adjusted EBITDA, or other performance measures. Forward-looking statements are based on current plans, estimates, and projections. You should consider them with caution. Such statements are subject to risks and uncertainties, most of which are difficult to predict and are generally beyond Deutsche Telekom's control. They include, for instance, the progress of Deutsche Telekom's staff-related restructuring measures and the impact of other significant strategic or business initiatives, including acquisitions, dispositions, and business combinations. In addition, movements in exchange rates and interest rates, regulatory rulings, stronger than expected competition, technological change, litigation, and regulatory developments, among other factors, may have a material adverse effect on costs and revenue development. If these or other risks and uncertainties materialize, or if the assumptions underlying any of these statements prove incorrect, Deutsche Telekom's actual results may be materially different from those expressed or implied by such statements. Deutsche Telekom can offer no assurance that its expectations or targets will be achieved. Without prejudice to existing obligations under capital market law, Deutsche Telekom does not assume any obligation to update forward-looking statements to account for new information or future events or anything else. In addition to figures prepared in accordance with IFRS, Deutsche Telekom presents alternative performance measures, e.g., EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, adjusted EBIT, adjusted EBIT margin, adjusted net profit/loss, free cash flow, gross debt, and net debt. These measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with IFRS. Alternative performance measures are not subject to IFRS or any other generally accepted accounting principles. Other companies may define these terms in different ways. For further information relevant to alternative performance measures, please refer to the section 'Management of the Group,' page 38 et seq., of the annual report on the financial year 2017 or to Deutsche Telekom's Investor Relations website at www.telekom.com/alternative-performance-measures. --------------------------------------------------------------------------- 29-Apr-2018 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: Deutsche Telekom AG Friedrich Ebert Allee 140 53113 Bonn Germany Phone: +49 (0)228 181-88880 Fax: +49 (0)228 181-88899 E-mail: [email protected] Internet: www.telekom.com ISIN: DE0005557508 WKN: 555750 Indices: DAX, EURO STOXX 50 Listed: Regulated Market in Berlin, Dusseldorf, Frankfurt (Prime Standard), Hamburg, Hanover, Munich, Stuttgart; Regulated Unofficial Market in Tradegate Exchange; London, Amsterdam, NYSE, Tokyo End of Announcement DGAP News Service --------------------------------------------------------------------------- 680655 29-Apr-2018 CET/CEST