T-Mobile and Sprint amend business combination agreement

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T-Mobile US and Sprint have entered into an amendment of their definitive Business Combination Agreement to create the new T-Mobile.

In a separate arrangement issued by Softbank Group, the parent company of Sprint, the amendment will change the ratio of approximately 11.00 Sprint shares for each T-Mobile share immediately following the closing of the merger, increasing from the originally agreed 9.75 shares.

“With today’s agreement in place, we are now turning our attention toward our goal of closing this transaction and creating the New T-Mobile as early as 1 April 2020,” said Mike Sievert, COO and president of T-Mobile, and recently appointed CEO of the company starting on 1 May 2020. “We are on the verge of being able to do what we’ve set out to do from day one -- reshape a broken wireless industry and create the new standard for consumers when it comes to value, speed, quality and service. The New T-Mobile is literally going to change wireless for good and now we’re almost ready to get to the fun part: bringing our teams together, building this supercharged Un-carrier and becoming the envy of the wireless industry and beyond.”

As a result, Softbank effectively agrees to give up approximately 48.8 million T-Mobile shares acquired in the merger to new T-Mobile immediately after the close of the transaction. This will make Softbank’s effective ration 11.31 Sprint shares per T-Mobile share. This arrangement only applies to Softbank shareholders, other shareholders in Sprint will continue to the original fixed exchange ratio of 0.10256 T-Mobile shares for each Sprint share which is equivalent to 9.75 shares for each T-Mobile share.

After closing and once Softbank has surrendered its shares, Deutsche Telekom and Softbank will hold approximately 43% and 24% respectively, of the fully diluted new T-Mobile shares. The 33% will be held by public shareholders.

“Completing this step is yet another critical milestone in securing Sprint’s future, and it brings us one step closer to closing this historic transaction that has been years in the making,” said Marcelo Claure, executive chairman, Sprint. “I’m incredibly thankful for the perseverance and resilience of everyone that has gotten us to this point.”

T-Mobile has agreed to re-issue to SoftBank the previously surrendered shares once certain stock price milestones are reached by new T-Mobile and within a certain time frame.

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