Wireless News Desk
AT&T Swoops To Buy T-Mobile USA for $39BN
With 40% of the market, AT&T/T-Mobile will overtake Verizon as the biggest US wireless provider
Mar. 20, 2011 10:00 PM
In a move that would if approved allow it to overtake Verizon as the biggest US wireless provider, AT&T Sunday announced evening announced that it has agreed to buy T-Mobile USA from Germany's Deutsche Telekom.
The deal needs both DoJ and FCC approval and would close in 2012 to makeAT&T/T-Mobile the undisputed 600-pound gorilla of the wireless world.
Part of the deal is that Deutsche Telekom would receive one seat on the board of AT&T.
Below is this evening's announcement in full:
Deutsche Telekom sells T-Mobile USA for 39 billion U.S.-Dollar to AT&T
Mar 20, 2011
Ad Hoc notification from Deutsche Telekom in accordance with § 15 of the Securities Trading Act (WpHG)
Deutsche Telekom and AT&T today announce that AT&T will buy T-Mobile USA, an affiliate of Deutsche Telekom, for 39 billion US-Dollar. This has been agreed by the boards of the two companies today. Deutsche Telekom will receive 25 billion US-Dollar in cash and 14 billion US-Dollar in shares of AT&T. AT&T has the right to increase the portion of the purchase price paid in cash by up to 4.2 billion US-Dollar with a corresponding reduction in the stock component. With an interest in AT&T of up to 8 percent (based on current stock price) Deutsche Telekom will become the biggest minority shareholder in the leading US-company of the telecommunications´ industry.
The value of the transaction is approximately 28 billion Euro, whereof approximately 18 billion Euro are in cash and approximately 10 billion Euro in stock (based on current exchange rates). Thus T-Mobile is valued at seven times the adjusted EBITDA of the business year 2010 in this transaction.
After the closing of the transaction Deutsche Telekom plans to use approximately 13 billion Euro of the proceeds to reduce its debts. Approximately 5 billion Euro are planned to be used for share buybacks after closing and required resolutions in accordance with the legal requirements. For Deutsche Telekom this transaction leads to a further consolidation of the balance sheet. Pro forma the ratio for net debt to adjusted EBITDA in 2010 would have fallen to 1.9x from 2.2x.
There will be no change regarding shareholder remuneration policy which has been set for 2010-2012. We will continue to pay out 3.4 billion Euros, on an annual basis consisting of a minimum dividend of 70 Euro-Cents plus share-buybacks in accordance with the legal requirements. The planned share-buybacks of approximately 5 billion Euro after closing the transaction are to be seen in addition to this.
The guidance for 2011 remains unchanged. For the financial year 2011 Deutsche Telekom expects an adjusted EBITDA of around 19.1 billion Euro. The free cash flow is expected to be stable to slightly growing from the 2010 level of 6.5 billion Euro.
(The guidance is based on the assumption of constant currencies compared with the average exchange rates of 2010. The guidance for the free cash flow is excluding € 0.4 billion cash settlement for PTC in Q1 2011. The annual dividend/ shareholder remuneration is subject to necessary AGM-approval and board resolution.)
The agreement between the two companies includes as well that Deutsche Telekom is to receive one seat on the board of AT&T.
The merger still needs to be approved by both, the US Department of Justice (DoJ) and the US regulation authority Federal Communications Commission (FCC). The closing of the transaction is expected to take place in the first six months of 2012.