T-Mobile (NASDAQ: TMUS) and Amazon (NASDAQ: AMZN) today announced an
agreement bringing Prime Video to TVision™
Home, T-Mobile’s rebranded and upgraded version of Layer3 TV, later
this year. TVision customers with a Prime membership will be able to
easily discover and watch all Prime content, including Amazon Originals,
thousands of premium shows and movies, live events and more, through the
Prime Video app on TVision.
“5G will transform entertainment, and the New T-Mobile will transform 5G
if our merger with Sprint is approved,” said Mike Sievert, President and
COO of T-Mobile. “Having Prime Video on board with TVision speaks
volumes about 5G’s potential to disrupt entertainment and give customers
better ways to get the content they care about.”
“We love giving our customers more ways to conveniently access Prime
Video and are thrilled to work with T-Mobile,” said Andrew Bennett,
Director of Worldwide Business Development for Prime Video. “The launch
will give Prime members easy access to new favorites like Hanna
and upcoming seasons of Bosch, Good Omens and Sneaky
Pete.”
Prime Video features thousands of popular movies and TV shows and Amazon
Originals including multiple Emmy winner The Marvelous Mrs. Maisel,
Tom Clancy’s Jack Ryan, Hanna, Homecoming, Bosch, Sneaky Pete, The
Man in the High Castle, The Widow, Beautiful Boy, Cold War and
The Big Sick. Prime Video also brings additional popular TV content
such as The Americans, Suits, Friday Night Lights, Mr. Robot, Downton
Abbey and thousands more.
For more information on TVision, visit www.tvision.com.
Forward-Looking Statements
This news release includes forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact, including information
concerning T-Mobile US, Inc.’s future results of operations, are
forward-looking statements. These forward-looking statements are
generally identified by the words “plan,” “anticipate,” “expect,”
“believe,” “intend,” “may,” “could,” or similar expressions.
Forward-looking statements are based on current expectations and
assumptions, which are subject to risks and uncertainties and may cause
actual results to differ materially from the forward-looking statements.
Important factors that could affect future results and cause those
results to differ materially from those expressed in the forward-looking
statements include, among others, the following: the failure to obtain,
or delays in obtaining, required regulatory approvals for the merger
contemplated under the Business Combination Agreement with Sprint
Corporation (“Sprint”), and related transactions (collectively, the
“Transactions”) 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 Transactions, or the failure to
satisfy any of the other conditions to the Transactions 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 with Sprint; adverse effects on the market price of our common
stock or on our or Sprint’s operating results because of a failure to
complete the Transactions in the anticipated timeframe or at all;
inability to obtain the financing contemplated to be obtained in
connection with the Transactions on the expected terms or timing or at
all; the ability of us, 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 our or Sprint’s debt securities or adverse conditions in the
credit markets; negative effects of the announcement, pendency or
consummation of the Transactions on the market price of our common stock
and on our or Sprint’s operating results, including as a result of
changes in key customer, supplier, employee or other business
relationships; significant costs related to the Transactions, including
financing costs, and unknown liabilities of Sprint or that may arise;
failure to realize the expected benefits and synergies of the
Transactions in the expected timeframes or at all; costs or difficulties
related to the integration of Sprint’s network and operations into our
network and operations; the risk of litigation or regulatory actions
related to the Transactions; the inability of us, Sprint or the combined
company to retain and hire key personnel; the risk that certain
contractual restrictions contained in the Business Combination Agreement
with Sprint during the pendency of the Transactions could adversely
affect our or Sprint’s ability to pursue business opportunities or
strategic transactions; adverse economic or political conditions in the
U.S. and international markets; competition, industry consolidation, and
changes in the market for wireless services, which could negatively
affect our ability to attract and retain customers; the effects of any
future merger, investment, or acquisition involving us, as well as the
effects of mergers, investments, or acquisitions in the technology,
media and telecommunications industry; challenges in implementing our
business strategies or funding our operations, including payment for
additional spectrum or network upgrades; the possibility that we may be
unable to renew our spectrum licenses on attractive terms or acquire new
spectrum licenses at reasonable costs and terms; difficulties in
managing growth in wireless data services, including network quality;
material changes in available technology and the effects of such
changes, including product substitutions and deployment costs and
performance; the timing, scope and financial impact of our deployment of
advanced network and business technologies; the impact on our networks
and business from major technology equipment failures; breaches of our
and/or our third-party vendors’ networks, information technology and
data security, resulting in unauthorized access to customer confidential
information; natural disasters, terrorist attacks or similar incidents;
unfavorable outcomes of existing or future litigation; any changes in
the regulatory environments in which we operate, including any increase
in restrictions on the ability to operate our networks and data privacy
laws; any disruption or failure of our third parties’ or key suppliers’
provisioning of products or services; material adverse changes in labor
matters, including labor campaigns, negotiations or additional
organizing activity, and any resulting financial, operational and/or
reputational impact; changes in accounting assumptions that regulatory
agencies, including the Securities and Exchange Commission (“SEC”), may
require, which could result in an impact on earnings; changes in tax
laws, regulations and existing standards and the resolution of disputes
with any taxing jurisdictions; the possibility that the reset process
under our trademark license with Deutsche Telekom AG results in changes
to the royalty rates for our trademarks; the possibility that we may be
unable to adequately protect our intellectual property rights or be
accused of infringing the intellectual property of others; our business,
investor confidence in our financial results and stock price may be
adversely affected if our internal controls are not effective; and
interests of a majority stockholder may differ from the interests of
other stockholders. You should not place undue reliance on these
forward-looking statements. We do not undertake to update
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
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 T-Mobile’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2018 and in its subsequent reports on Form 10-Q,
including in the sections thereof captioned “Risk Factors” and
“Cautionary Statement Regarding 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.t-mobile.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. T-Mobile 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.
About T-Mobile US, Inc.
As America’s Un-carrier, T-Mobile US, Inc. (NASDAQ: TMUS) is redefining
the way consumers and businesses buy wireless services through leading
product and service innovation. Our advanced nationwide 4G LTE network
delivers outstanding wireless experiences to 79.7 million customers who
are unwilling to compromise on quality and value. Based in Bellevue,
Washington, T-Mobile US provides services through its subsidiaries and
operates its flagship brands, T-Mobile and Metro by T-Mobile. For more
information, please visit http://www.t-mobile.com.
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