The proposed merger of MetroPCS (NASDAQ:TMUS) and T-Mobile USA has passed all the regulatory hurdles: vetting by the Department of Justice, the Federal Communications Commission, and the Committee on Foreign Investment.

All it has to do now is make it past the stockholders, who get to vote the deal up or down at a special shareholders meeting to be held on April 12. Unlike the governmental scrutiny, however, getting the merger past MetroPCS’ investors may not go as smoothly.

One very persistent major shareholder, P. Schoenfeld Asset Management, or PSAM, which owns 2% of MetroPCS’ outstanding shares, has met every company call for a "yes" vote on the merger with its own call for a thumbs down.

PSAM’s latest appeal, poses a number of questions for shareholders to think about and for the company to answer. Here are a few:

  • "How does PCS explain the approximately 23% decline in its share price since the announcement of the Proposed Transaction, a period when the S&P is up 7.2% and the comparable index is up 0.6%?"
  • "How does PCS explain that its Chairman and CEO Roger Linquist has sold 2 million shares (approximately 28% of his holdings) at an average price of approximately $10 per share since December 12, 2012, and board member Kevin Landry’s Firm, TA Associates, has sold approximately 3.8 million shares since the Proposed Transaction was announced?"
  • "Why is PCS deducting $1.5 billion of future spectrum purchases from its value relative to T-Mobile?"
  • "Why is PCS contributing its intellectual property to the combined PCS/T-Mobile while DT is insisting on a royalty for the use of the T-Mobile name through a trademark license?"

PSAM has a powerful ally in its fight against the merger with T-Mobile and its parent company Deutsche Telekom. MetroPCS’ largest single stockholder, Paulson & Co., which owns 9.9% of the company, has filed its intent with the Securities and Exchange Commission to vote against the deal as it is now structured.

Paulson says it agrees with PSAM that "the new company will be saddled with an onerously large amount of debt," and that "the interest rate on Deutsche Telekom’s debt financing is far above market, based on the new company’s anticipated credit rating. Specifically, MetroPCS/T-Mobile will pay an egregiously high 7% interest rate on the $15 billion of intercompany debt."

One more question: Where's Roger?
Earlier this week, a joint announcement from Deutsche Telekom, T-Mobile USA, and MetroPCS listed the board of directors for the proposed new company. What made it interesting was not who was on it but who wasn’t.

Roger Linquist was nowhere to be found on the new board. Will he be out entirely? Two inquiries regarding this to MetroPCS have not been answered.