Filed byT-Mobile US, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule14a-12
under the Securities Exchange Act of 1934
Subject Company: Sprint Corporation
Commission File No.:001-04721
A tweet related to the transaction:
JOHN J. LEGERE (Twitter @JohnLegere)
| • | Tweet: Approvals from the Committee on Foreign Investment in the US & Team Telecom are important milestones in our journey to combine w/ Sprint & build The NewT-Mobile. We’re a step closer to creating a supercharged disruptor that will bring benefits to the US. [link toT-Mobile US, Inc. press release below] |
T-Mobile and Sprint Receive Approval from Both the Committee on Foreign Investment in the U.S. and Team Telecom on Merger Transaction
Bellevue, Washington and Overland Park, Kansas – December 17, 2018 –T-Mobile US (NASDAQ: TMUS) and Sprint Corporation (NYSE: S) today announced that the companies have successfully received approval from the Committee on Foreign Investment in the United States (CFIUS) for their proposed merger transaction. Additionally, the U.S. Department of Justice, Department of Homeland Security, and Department of Defense, collectively referred to as Team Telecom, submitted a filing with the FCC that it has reviewed the transaction pertaining to potential national security, law enforcement, and public safety issues. Team Telecom confirmed it has no objections to the merger and has withdrawn its request to defer action on the transaction.
“We are pleased to achieve both of these important milestones in the journey to build the NewT-Mobile. We are a step closer to offering customers a supercharged disruptor that will create jobs from day one and deliver a real alternative to fixed broadband while delivering the first broad and deep nationwide 5G network for the United States,” said John Legere, Chief Executive Officer ofT-Mobile. “These approvals assure the strong partnership both companies have with the U.S. government will continue with the NewT-Mobile. We look forward to continuing our discussions with the remaining regulatory agencies reviewing our transaction to share our story and subsequently achieve similar positive results.”
The completion of the combination remains subject to regulatory approvals and certain other customary closing conditions, and is expected to occur during the first half of 2019. Additional information regardingT-Mobile’s merger with Sprint can be found at: www.NewTMobile.com.
###
Important Additional Information
In connection with the proposedtransaction, T-Mobile US,Inc. (“T-Mobile”) has filed a registration statement onForm S-4 (File No.333-226435), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 29, 2018, and which contains a joint consent solicitation statementof T-Mobile and Sprint Corporation (“Sprint”), that also constitutes a prospectusof T-Mobile (the “joint consent solicitation statement/prospectus”), and each party will file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT CONSENT SOLICITATION STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The documents filedby T-Mobile may be obtained free of chargeat T-Mobile’s website,at www.t-mobile.com, or at the SEC’s website, at www.sec.gov, orfrom T-Mobile by requesting them by mailat T-Mobile US, Inc., Investor Relations, 1 Park Avenue, 14th Floor, New York, NY 10016, or by telephoneat 212-358-3210. The documents filed by Sprint may be obtained free of charge at Sprint’s website, at www.sprint.com, or at the SEC’s website, at www.sec.gov, or from Sprint by requesting them by mail at Sprint Corporation, Shareholder Relations, 6200 Sprint Parkway, Mailstop KSOPHF0302-3B679, Overland Park, Kansas 66251, or by telephoneat 913-794-1091.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain forward-looking statementsconcerning T-Mobile, Sprint and the proposed transactionbetween T-Mobile and Sprint. All statements other than statements of fact, including information concerning future results, are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could” or similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction, including anticipated future financial and operating results, synergies, accretion and growthrates, T-Mobile’s, Sprint’s and the combined company’s plans, objectives, expectations and intentions, and the expected timing of completion of the proposed transaction. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the failure to obtain, or delays in obtaining, required regulatory approvals, and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction, or the failure to satisfy any of the other conditions to the proposed transaction on a timely basis or at all; the occurrence of events that may give rise to a right of one or both of the parties to terminate the business combination agreement; adverse effects on the market priceof T-Mobile’s or Sprint’s common stock andon T-Mobile’s or Sprint’s operating results because of a failure to complete the proposed transaction in the anticipated timeframe or at all; inability to obtain the financing contemplated to be obtained in connection with the proposed transaction on the expected terms or timing or at all; the abilityof T-Mobile, Sprint and the combined company to make payments on debt or to repay existing or future indebtedness when due or to comply with the covenants contained therein; adverse changes in the ratingsof T-Mobile’s or Sprint’s debt securities or adverse conditions in the credit markets; negative effects of the announcement, pendency or consummation of the transaction on the market priceof T-Mobile’s or Sprint’s common stock andon T-Mobile’s or Sprint’s operating results, including as a result of changes in key customer, supplier, employee or other business relationships; significant transaction costs, including financing costs, and unknown liabilities; failure to realize the expected benefits and synergies of the proposed transaction in the expected timeframes or at all; costs or difficulties related to the integration of Sprint’s network and operationsinto T-Mobile; the risk of litigation or regulatory actions; the inabilityof T-Mobile, Sprint or the combined company to retain and hire key personnel; the risk that certain contractual restrictions contained in the business combination agreement during the pendency of the proposed transaction could adverselyaffect T-Mobile’s or Sprint’s ability to pursue business opportunities or strategic transactions; effects of changes in the regulatory environment inwhich T-Mobile and Sprint operate; changes in global, political, economic, business, competitive and market conditions; changes in tax and other laws and regulations; and other risks and uncertainties detailed in theForm S-4, as well asin T-Mobile’s Annual Report onForm 10-K for the fiscal year ended December 31, 2017 and in its subsequent reports onForm 10-Q, including in the sections thereof captioned “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” as well as in its subsequent reports onForm 8-K, all of which are filed with the SEC and available at www.sec.govand www.t-mobile.com, and in Sprint’s Annual Report onForm 10-Kfor the fiscal year ended March 31, 2018 and in its subsequent reports onForm 10-Q, including in the sections thereof captioned “Risk Factors” and “MD&A — Forward-Looking Statements,” as well as in its subsequent reports onForm 8-K, all of which are filed with the SEC and available at www.sec.gov and www.sprint.com. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in or implied by such forward-looking statements. Given these risks and uncertainties, persons reading this communication are cautioned not to place undue reliance on such forward-lookingstatements. T-Mobile and Sprint assume no obligation to update or revise the information contained in this communication (whether as a result of new information, future events or otherwise), except as required by applicable law.