Yellow Cards vs. White Cards for MetroPCS Proxy Battle

MetroPCS (NYSE: TMUS  ) filed its definitive proxy statement with the Securities and Exchange Commission today, notifying the commission of a special stockholders' meeting to vote on the company's proposed merger with T-Mobile USA.

In the filing is the letter to stockholders MetroPCS will send informing those not wanting to travel all the way to Richardson, Texas on March 28, to cast a vote for the proposal by sending in the enclosed yellow proxy card -- and to do it as soon as possible to make sure that vote is counted.

The letter also "urge[s]" stockholders "to discard any white proxy cards [indicating a vote against the proposal], which were sent to you by a dissident stockholder," and if, perchance, a stockholder had previously submitted a white proxy card, then submitting a yellow card now would revoke the earlier vote against.

The dissident stockholder referred to in the MetroPCS letter is P. Schoenfeld Asset Management, aka PSAM, an asset management company holding a 2% slice of MetroPCS shares.

PSAM also sent a filing to the SEC today, this one a preliminary proxy statement informing the commission of its position against the T-Mobile merger as it is structured.

Also in that filing is a copy of a letter to be sent to MetroPCS stockholders urging them to vote against the proposal and to do so by sending in the included white proxy cards.

"Your latest-dated proxy is the only one that counts, so you may return the WHITE proxy card even if you have already delivered any other proxy," the letter states. "Please do not return any yellow proxy card sent to you by MetroPCS. If you have already returned a yellow proxy card sent to you by MetroPCS, that card will be automatically revoked if you complete and return the enclosed WHITE proxy card."

So far, PSAM is the only large holder of MetroPCS shares to officially file a proxy statement opposing the merger proposal, but at least one other major shareholder is thinking about an opposition stand.

John Paulson's hedge fund, MetroPCS' biggest shareholder with 8.7% of its shares, may not go along with the company's plans. John Paulson himself sent an email to Bloomberg saying that the debt incurred from such a merger would not be in the shareholders' best interest.

"It may be more prudent for PCS to remain independent and explore other higher value alternatives," he wrote.

However the proxy battle turns out, there won't be a black-and-white resolution, only a yellow-and-white one.


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