Filed by Sprint Corporation
Pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Sprint Corporation
Commission File No.: 001-04721
The following communication was made available by Marcelo Claure, Executive Chairman of Sprint, on Twitter:
Tweet: [Embedded video URL: https://cheddar.com/media/sprint-executive-chairman-marcelo-claure-still-has-faith-in-t-mobile-merger-after-hearing]
Sprint Exec Marcelo Claure Still Has ‘Faith’ in T-Mobile Merger After Hearing
Photo Credit: Shutterstock
February 13, 2019
Updated 15h ago
By Chloe Aiello
Hours after tough questioning before a House committee Wednesday, Sprint Executive Chairman Marcelo Claure told Cheddar he still has faith his proposed merger with T-Mobile will win FCC and Justice Department approval.
“We have a lot of faith in those two institutions — the [Federal Communications Commission] and [Department of Justice] — to basically approve based on the merits of the merger,” Claure told Cheddar’s J.D. Durkin.
Claure and T-Mobile CEO John Legere have long pitched the mega-merger of their companies, the third and fourth largest U.S. telecom carriers, as a strategic play at 5G — or the next generation of internet. And Claure said he is confident lawmakers won’t jeopardize the U.S. race to 5G against China by scuttling the deal.
“You’ve seen the benefits of 4G. When the U.S. is leading 4G, we have the world’s most valuable companies — all tech in the U.S.,” Claure said. “There’s a threat that all those entrepreneurs, all those innovations, all those disruptors will start heading to China. That’s something that no lawmaker in the U.S. will allow to happen.”
The companies have also promised the merger would lead to job creation, expanded rural coverage, lower prices and a $40 billion investment in its new network. But some members of the House Energy and Commerce Committee expressed skepticism during the hearing on Wednesday.
According to the Associated Press, the lawmakers expressing doubts included Rep. Frank Pallone (D-N.J.) who said he was concerned the merger would lead to higher prices for “consumers who can least afford to pay more.”
Rep. Darren Soto (D-Fla.), however, told Cheddar he was encouraged that the executives said they’d be willing to include as conditions of the merger that rates would remain the same for three years following the deal and that it would not result in sweeping job losses.
“We are concerned about making sure that we are not seeing huge firings — these are constituents of mine and across the nation. But we also need to make sure we are competitive and forging forward on a 5G network,” Soto said.
On the eve of the hearing, a group of eight U.S. Democratic Senators, including rumored or confirmed presidential candidates Amy Klobuchar (D-Minn.), Elizabeth Warren (D-Mass.), and Cory Booker (D-N.J.), plus independent Sen. Bernie Sanders (I-Vt.), all signed a letter urging the Federal Communications Commission and DOJ to stop the merger due to antitrust concerns, Reuters reported.
“I guess that’s part of American politics. There’s going to be some who are in favor, and some who are against,” Claure said.
Important Additional Information
In connection with the proposed transaction, T-Mobile US, Inc. (“T-Mobile”) has filed a registration statement on Form 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 statement of T-Mobile and Sprint Corporation (“Sprint”), that also constitutes a prospectus of 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 filed by T-Mobile may be obtained free of charge at T-Mobile’s website, at www.t-mobile.com, or at the SEC’s website, at www.sec.gov, or from T-Mobile by requesting them by mail at T-Mobile US, Inc., Investor Relations, 1 Park Avenue, 14th Floor, New York, NY 10016, or by telephone at 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 telephone at 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 statements concerning T-Mobile, Sprint and the proposed transaction between 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 growth rates, 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 price of T-Mobile’s or Sprint’s common stock and on 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 ability of 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 ratings of 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 price of T-Mobile’s or Sprint’s common stock and on 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 operations into T-Mobile; the risk of litigation or regulatory actions; the inability of 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 adversely affect T-Mobile’s or Sprint’s ability to pursue business opportunities or strategic transactions; effects of changes in the regulatory environment in which 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 the Form S-4, as well as in Sprint’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018 and in its subsequent reports on Form 10-Q, including in the sections thereof captioned “Risk Factors” and “MD&A – Forward-Looking Statements,” as well as in its subsequent reports on Form 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-looking statements. Sprint assumes 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.