MetroPCS tells stockholders all the reasons they should vote to approve T-Mobile merger

MetroPCS and T-Mobile are on track to gain government approval for their proposed merger, but the companies will still need MetroPCS stockholders to approve the deal. In anticipation of an April 12 vote on the matter, MetroPCS has sent a letter urging stockholders to approve the deal.

According to the letter, available to be read in full here, MetroPCS is not as valuable as an independent company as it would be were it to combine forces with T-Mobile. Merging with T-Mobile would allow MetroPCS to address its "critical spectrum needs and competitive disadvantages." Carriers have pressed for the opening of more spectrum, but MetroPCS has smaller pockets than the four major carriers and doesn't believe it can independently acquire enough spectrum to deliver a competing network. It would also gain by expanding into new markets.

The spirit of the letter goes against the reasoning of MetroPCS's largest shareholder Paulson & Co. John Paulson wrote a letter to the MetroPCS board saying that T-Mobile's bid for the company is too low, which led Paulson to say that there's more value in MetroPCS as a standalone operation. According to the Wall Street Journal, Paulson said he would vote against the proposed merger with his hedge fund's 9.9 percent stake in MetroPCS.

P. Schoenfeld Asset Management, a fund that controls 2.3 percent of MetroPCS stock, has also publicly opposed T-Mobile's offer. MetroPCS has attempted to combat the high-profile opposition by saying that its projected value of the new T-Mobile/MetroPCS company would offer a 70 to 93 percent premium of the company's current shares. It would also put the company in a stronger position long-term, according to the board's letter, but MetroPCS's detractors say selling now lessens the value in the ownership split of the combined company. Stockholders will decide who to believe next month.