DGAP-Adhoc: Deutsche Telekom AG: T-Mobile US, Inc. and Sprint Corp. announce amendment to business combination agreement
DGAP-Ad-hoc: Deutsche Telekom AG / Key word(s): Mergers & Acquisitions
Deutsche Telekom AG: T-Mobile US, Inc. and Sprint Corp. announce amendment to business combination agreement
21-Feb-2020 / 01:07 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.
Bonn, February 21, 2020
Deutsche Telekom: T-Mobile US, Inc. and Sprint Corp. announce amendment to business combination agreement
T-Mobile US, Inc. and Sprint Corporation have entered into an amendment to their business combination agreement (BCA) to combine both companies and create the New T-Mobile. The amendment has also received the agreement of both companies' majority shareholders Deutsche Telekom AG and SoftBank Corp., Tokyo.
As agreed in the original BCA, Sprint shareholders will continue to receive a fixed exchange ratio with one T-Mobile US share for 9.75 Sprint shares. In addition, however, under the amendment SoftBank will surrender approx. 48.8 million shares acquired in the merger of T-Mobile US and Sprint to New T-Mobile at the closing of the transaction.
This arrangement 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.
Following the exchange of shares and SoftBank's surrender of shares, Deutsche Telekom and SoftBank are expected to hold approximately 43 % and 24 % of shares of New T-Mobile US, respectively. The remaining 33 % of the New T-Mobile's shares will be held by public shareholders.
In connection with the surrender of shares by SoftBank, T-Mobile US has agreed to re-issue to Softbank the surrendered shares upon the achievement of certain stock price milestones by New T-Mobile US during a specified measurement period.
Also, Softbank agreed to indemnify New T-Mobile US for certain business risks identified after signing.
The amendment also extends the long stop date under the BCA to July 1, 2020.
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.
The T-Mobile and Sprint combination remains subject to certain closing conditions.
Information and Explanation of the Issuer to this News:
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, adjusted EBITDA AL 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 AL, 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 40 et seq., of the annual report on the financial year 2019 or to Deutsche Telekom's Investor Relations website at www.telekom.com/alternative-performance-measures.
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980659 21-Feb-2020 CET/CEST
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