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MetroPCS shareholders approve merger with T-Mobile USA

By Lisa Maria Garza

RICHARDSON, Texas (Reuters) - MetroPCS Communications Inc shareholders voted Wednesday to approve a merger with No. 4 U.S. wireless service provider T-Mobile USA after T-Mobile parent Deutsche Telekom AG sweetened its terms under pressure from activist shareholders.

The deal, first announced in early October 2012, had looked set for defeat until earlier this month, when Deutsche Telekom gave in to pressure to reduce the combined company's debt.

Activist shareholder P. Schoenfeld Asset Management had led a proxy battle against the original deal, while the biggest MetroPCS shareholder, Paulson & Co, had also threatened to vote against it. Both investors have said they were pleased with the improved terms.

But some shareholders said they were happy to see MetroPCS combine with a larger player, regardless of the details.

"It was significant that they sweetened the offer, but I would have voted in favor of the previous terms," said Robert Capps, a Dallas-area shareholder and telecom executive.

Of the MetroPCS shares that were voted, the company said about 93 percent were cast in favor of the main proposal related to the deal.

MetroPCS shares were down 5 cents at $11.64 in afternoon trading.

Shareholders will receive $4.06 per share in cash plus stock equivalent to 26 percent of the combined company in the reverse merger and Deutsche Telekom will own the rest.

Deutsche Telekom said the combined company will be called T-Mobile US and trade on the New York Stock Exchange under the symbol "TMUS." The deal is expected to close at the end of this month.

BETTER POSITION AGAINST RIVALS

MetroPCS, a provider to cost-conscious consumers who pay for calls in advance, and T-Mobile USA are looking to combine their spectrum assets to compete better with bigger rivals.

By tying up with MetroPCS, Deutsche Telekom hopes to provide T-Mobile USA with the spectrum to build a network capable of handling the vast data volumes that U.S. consumers and businesses use on smartphones and tablets.

Some Deutsche Telekom shareholders, however, worry that even a successful merger might not be enough for T-Mobile USA to catch up with rivals.

T-Mobile USA lost 515,000 contract customers in the fourth quarter of 2012, although it recently announced smaller losses of 199,000 contract customers in the first quarter.

The company recently overhauled its price structure to eliminate most phone subsidies and started selling Apple's iPhone for the first time. But its network quality lags Verizon Communications Inc and AT&T Inc , which have invested massively in fourth-generation mobile technology in recent years.

The United States is key to the investment case for Deutsche Telekom. It earned 26 percent of group revenue there last year and 20 percent of its operating profit.

The German group has long searched for a way to help T-Mobile USA gain critical mass to compete. In 2011, antitrust regulators blocked a $39 billion deal bid for AT&T to buy T-Mobile USA.

The merger also paves the way for what some investors and bankers think Deutsche Telekom really wants - to ultimately reduce its exposure to a highly competitive market.

For now, Deutsche Telekom has committed to holding its shares in the new combined entity for 18 months.

(Additional reporting by Sinead Carew in New York, Harro ten Wolde in Frankfurt and Leila Abboud in Paris; Editing by Gerald E. McCormick, Bernadette Baum and Andre Grenon)

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