关于反向借壳上市（reverse merger)的一个问题~

这两天看报纸上写美国ATT通过reverse merger想得到另外一个公司多数股份~ 一般reverse merger不是private company上市的一种方式吗，怎么ATT一个上市的公司想购买另一公司股票也叫这？ （以下是原文） 谢谢！


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[size=1em]Paulson Opposes T-Mobile Bid for MetroPCS

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[size=1em][size=1em]By THOMAS GRYTA

[size=1.5em]MetroPCS Communications Inc.'s [size=0.85em]PCS +0.10% largest shareholder, hedge fund Paulson & Co., plans to vote its 9.9% stake against the planned acquisition of the wireless carrier by Deutsche Telekom AG's [size=0.85em]DTE.XE -1.30% T-Mobile USA.

[size=1.5em]In a letter to the MetroPCS board, manager John Paulson argued the deal's structure is unfair to shareholders and that the company could get a more attractive alternative offer, but added that the fund could support a restructured deal.

[size=1.5em]Paulson joins another hedge fund, P. Schoenfeld Asset Management, which has reported a stake of about 2.3%, in opposing the deal. P. Schoenfeld has filed a proxy to solicit other investors to join its position, but it remains unclear if the opposition can get enough support to affect the deal.

[size=1.5em]A MetroPCS spokesman said Thursday that the board continues to back the current offer. A spokesman for T-Mobile reiterated a prior statement by Deutsche Telekom that it is committed to the terms of the merger and "will enforce its rights under the definitive agreement with MetroPCS."

[size=1.5em]The current transaction is cast as a reverse merger, meaning T-Mobile will merge into the already public structure of MetroPCS, with Deutsche Telekom getting 74% of the company. MetroPCS shareholders would get the rest, along with $1.5 billion in cash, or about $4.09 a share.

[size=1.5em]Mr. Paulson said in the letter to the board that he believes in the "strategic merits of the proposed combination," but that the resulting company would have "too much debt at too high an interest rate to be competitive in the well-capitalized U.S. wireless industry."

[size=1.5em]Mr. Paulson said the firm could support a deal with one or more of the following changes: reduced debt between the new company and Deutsche Telekom, a lower interest rate, more cash or a higher share-exchange ratio.

[size=1.5em]"With the reduction in debt and lowered interest rate, we would support the transaction at the same exchange ratio," he said.

[size=1.5em]Mr. Paulson also said that an independent MetroPCS could pursue an alternate deal with "industry peers that previously made offers at significant premiums to MetroPCS' current share price."

[size=1.5em]The Wall Street Journal had reported that Dish Network Corp. [size=0.85em]DISH -0.29% made an offer to buy MetroPCS in August for $11 a share. Sprint Nextel Corp. [size=0.85em]S 0.00%showed interest in acquiring MetroPCS right up until the deal with T-Mobile was final, even as Sprint was still working on its own deal to sell a 70% stake to Softbank Corp.[size=0.85em]9984.TO +2.51% for $20 billion, according to people familiar with the matter.

[size=1.5em]Shares of MetroPCS traded down nine cents at $9.80 on Thursday.

[size=1.5em]MetroPCS has set a shareholder vote for March 28, and both companies have projected the deal to close in early April.

也来学习了！