COMPARATIVE PER SHARE MARKET PRICE INFORMATION
The table below sets forth, for the calendar quarters indicated, the high and low sales prices per share, as well as the dividend paid per share, of T-Mobile common stock, which trades on NASDAQ under the symbol “TMUS,” and Sprint common stock, which trades on the NYSE under the symbol “S.”
| T-Mobile | Sprint | |||||||||||||||||||||||
| Calendar Period |
High | Low | Cash Dividends Declared |
High | Low | Cash Dividends Declared |
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| 2016 |
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| First quarter |
41.23 | 33.23 | — | 4.19 | 2.18 | — | ||||||||||||||||||
| Second quarter |
44.13 | 37.93 | — | 4.56 | 3.30 | — | ||||||||||||||||||
| Third quarter |
48.11 | 42.71 | — | 7.03 | 4.36 | — | ||||||||||||||||||
| Fourth quarter |
59.19 | 44.91 | — | 8.98 | 5.83 | — | ||||||||||||||||||
| 2017 |
||||||||||||||||||||||||
| First quarter |
65.41 | 55.30 | — | 9.65 | 8.13 | — | ||||||||||||||||||
| Second quarter |
68.88 | 59.59 | — | 9.22 | 7.32 | — | ||||||||||||||||||
| Third quarter |
65.47 | 59.13 | — | 8.92 | 7.50 | — | ||||||||||||||||||
| Fourth quarter |
64.64 | 54.60 | — | 8.00 | 5.42 | — | ||||||||||||||||||
| 2018 |
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| First quarter |
66.52 | 57.06 | — | 6.01 | 4.81 | — | ||||||||||||||||||
| Second quarter |
65.68 | 55.09 | — | 6.62 | 4.81 | — | ||||||||||||||||||
| Third quarter (through July 27, 2018) |
62.09 | 57.89 | — | 5.69 | 5.35 | — | ||||||||||||||||||
On April 27, 2018, the last trading day before the public announcement of the signing of the merger agreement, the closing sale price per share of T-Mobile common stock on NASDAQ was $64.52 and the closing sale price per share of Sprint common stock on the NYSE was $6.50. On July 27, 2018, the latest practicable date before the date of this joint consent solicitation statement/prospectus, closing sale price per share of T-Mobile common stock on NASDAQ was $59.61 and the closing sale price per share of Sprint common stock on the NYSE was $5.49.
The T-Mobile board of directors has the power to determine the amount and frequency of the payment of dividends. Decisions regarding whether to pay dividends and the amount of any dividends are based on compliance with the DGCL, compliance with agreements governing T-Mobile’s indebtedness, earnings, cash requirements, results of operations, cash flows and financial condition and other factors that the T-Mobile board of directors considers important. While T-Mobile anticipates that if the merger were not completed it would continue not to pay dividends, there are no assurances that will be the case. Under the business combination agreement, until the effective time, T-Mobile is not permitted to declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock.
The Sprint board of directors has the power to determine the amount and frequency of the payment of dividends. Decisions regarding whether to pay dividends and the amount of any dividends are based on compliance with the DGCL, compliance with agreements governing Sprint’s indebtedness, earnings, cash requirements, results of operations, cash flows and financial condition and other factors that the Sprint board of directors considers important. While Sprint anticipates that if the merger were not completed it would continue not to pay dividends, there are no assurances that will be the case. Under the business combination agreement, until the effective time, Sprint is not permitted to declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock.
The above tables show only historical comparisons. Based on the closing price of a share of T-Mobile common stock on NASDAQ on April 27, 2018, the last trading day before public announcement of the merger transactions, the implied value of the exchange ratio to Sprint stockholders was approximately $6.62 per share.
As of [ ], 2018, and assuming that each share of T-Mobile common stock will have a value equal to the closing price of a share of T-Mobile common stock on NASDAQ on such date, the implied value of the exchange ratio to Sprint stockholders is approximately $[ ] per share. Because T-Mobile’s share price will fluctuate between now and the completion of the merger transactions, and because the exchange ratio is fixed and will not be adjusted to reflect changes in T-Mobile’s or Sprint’s share price, the value of the T-Mobile common stock received by Sprint stockholders in the merger transactions may differ from the implied value based on the share price on the date of the business combination agreement or on [ ], 2018. We urge you to obtain current share price quotations for T-Mobile common stock and Sprint common stock and to review carefully the other information contained in this joint consent solicitation statement/prospectus or incorporated by reference into this joint consent solicitation statement/prospectus in considering whether to approve the T-Mobile proposals and the Sprint proposals, as applicable. No assurance can be given concerning the market price of T-Mobile common stock and Sprint common stock before or after the effective time.
