Published on February 21, 2020 at 1:07 am (CET).
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 percent and 24 percent of shares of New T-Mobile US, respectively. The remaining 33 percent 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.
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