T-Mobile and MetroPCS to merge

NEW YORK (CNNMoney) -- T-Mobile USA and MetroPCS have agreed to merge, joining together two of the nation's largest low-cost wireless carriers.

Both companies have been struggling. Though each remains profitable, their smartphone offerings are lackluster (i.e., no iPhone), they are far behind the curve on network technology, and both are shedding 

The combined company, which will be called T-Mobile, will have 42.5 million subscribers -- 33.2 million from T-Mobile and 9.3 million fromMetroPCS (PCS, Fortune 500).

It will also have annual sales of nearly $25 billion, an easier path to4G-LTE network deployments, and estimated cost savings of up to $1.5 billion per year. The companies said that combining their wireless spectrum, customers and finances will help give the new company the scale and resources it needs to succeed in a market increasingly dominated by AT&T (T, Fortune 500) and Verizon (VZ, Fortune 500).

The deal is complex, complicated by T-Mobile's subsidiary status and the two sides' incompatible wireless technologies.

MetroPCS will send $1.5 billion to its shareholders ($4.09 per share) and then perform a 1-for-2 reverse split of its stock -- meaning that the number of outstanding shares would be halved and the value of each share would double. MetroPCS will then buy all of T-Mobile USA's assets by giving T-Mobile parent company Deutche Telekom 74% of its common stock. That means the German telecom giant will remain in control of the combined company, and will provide financial support through debt and credit offerings.

Customers, though, will continue to deal with two distinct brands operating separately -- at least for now. The two carriers have different network technologies, which means that MetroPCS' phones are incompatible with T-Mobile's network, and vice versa.

That could change eventually, since the new company plans to deploy a 4G-LTE network that will work across both customer bases. Upgrading all customers to that network and discontinue the legacy technologies will be a gradual, multi-year process.

New T-Mobile CEO John Legere will remain at the helm of the new carrier, and MetroPCS' Chief Financial Officer Braxton Carter will stay on as CFO. The companies did not announce plans for MetroPCS CEO Roger Linquist.

The new company will be have its headquarters in T-Mobile's hometown -- Bellevue, Wash. -- with a presence in Dallas, where MetroPCS is based.

Both companies' boards have approved the deal, which they expect to close in the first half of 2013, assuming regulators allow it to go through.

"The T-Mobile and MetroPCS brands are a great strategic fit," René Obermann, CEO of Deutsche Telekom, said in a prepared statement. "We are committed to creating a sustainable and financially viable national challenger in the U.S., and we believe this combination helps us deliver on that commitment."

The merger is between the nation's fourth- and sixth-largest wireless carriers by revenue, but T-Mobile will not move any farther ahead in the list of largest U.S. cell phone companies. The combined company will still be smaller than third-place Sprint (S, Fortune 500) both in terms of sales and number of subscribers.

T-Mobile accepted AT&T's $36 billion buyout offer last year, but that deal was scuttled by U.S. regulators. 

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