MetroPCS Proposes to Merge with Leap Wireless in a Strategic Stock-for-Stock Tax-Free Merger to Create a New National Wireless Carrier

Business Wire, Sept 4, 2007

Preliminarily Estimated to Create Synergies with a Net Present Value of Approximately $2.5 Billion and Offers Compelling Value Proposition to Leap Wireless' Shareholders

DALLAS -- MetroPCS Communications, Inc. (NYSE: PCS), the nation's leading provider of unlimited wireless communications service for a flat rate with no signed contract, today announced that it has sent a letter to Leap Wireless International, Inc. (NASDAQ: LEAP) proposing a strategic stock-for-stock tax-free merger that will create a fifth national wireless carrier. Under the terms of the proposal, each outstanding share of Leap common stock would be exchanged for 2.7500 shares of MetroPCS common stock.

* Based on MetroPCS' trailing 20-day volume-weighted average stock price as of August 31, 2007, the proposed exchange ratio implies a value of $77.89 for each share of Leap common stock, or approximately $5.5 billion in aggregate equity value. MetroPCS also will assume or refinance approximately $2.0 billion of Leap's existing indebtedness.

* The proposed exchange ratio represents implied premiums of 23.1% and 20.1% based on the trailing 20-day and the trailing 60-day volume-weighted average stock prices, respectively, for both companies for the period ending August 31, 2007.

* In addition, based on preliminary analysis, MetroPCS believes the proposed combination could result in synergies with an estimated net present value of approximately $2.5 billion, which, if achieved, would represent significant further value to Leap's shareholders of approximately $12.34 for each share of Leap common stock.

* When considered together, the total value implied by the proposed exchange ratio and Leap's shareholders' proportionate share of the estimated transaction synergies, which MetroPCS believes could be achieved, represents implied premiums of approximately 35.1% and 30.3% based on the trailing 20-day and the trailing 60-day volume-weighted average stock prices, respectively, for both companies for the period ending August 31, 2007.

* MetroPCS believes that since its initial public offering in April of this year, Leap's stock price has traded in part in anticipation of a merger between the two companies. Accordingly, MetroPCS believes that any calculation of the premiums represented by its proposal over Leap's spot or trailing volume-weighted average trading prices on selected days or for selected periods necessarily understates the value to Leap's shareholders of MetroPCS' proposal in terms of premium-to-unaffected market stock price.

"We believe that the combination of MetroPCS and Leap is extremely compelling and will create significant value for the stakeholders of both companies," said Roger D. Linquist, MetroPCS' Chairman of the Board and Chief Executive Officer. "The combined company will create a new national wireless carrier with licenses covering nearly all of the top 200 markets in the United States. The shareholders of both companies will have the opportunity to participate in the upside potential of the combined company and our respective employees will benefit from being a part of a larger, more diversified organization. We are excited about the prospects this opportunity creates and plan to work diligently to enter into a transaction quickly."

J. Braxton Carter, MetroPCS' Senior Vice President and Chief Financial Officer, added: "Based on the analyses that we have performed to date, we believe that there are substantial operational synergies achievable from this proposed transaction. Importantly, MetroPCS and Leap shareholders would own approximately 65.4% and 34.6%, respectively, of the combined company, allowing them to benefit proportionately from the significant upside resulting from the enhanced operating and financial performance of the combined company."

More specifically, MetroPCS believes that the combined company would achieve meaningful operating cost savings through a combination of market-level operating efficiencies and corporate overhead reductions. MetroPCS' and Leap's existing market operations are complementary and MetroPCS believes that the combined company, as a result of the expanded service area, would likely benefit from incremental improvements in customer penetration and retention. Based on preliminary analysis, MetroPCS believes that the net present value of these opportunities could be approximately $2.5 billion.

In light of the compelling reasons for a combination of MetroPCS and Leap, and the importance of allowing the companies' respective shareholders to capitalize on the benefits of the proposed transaction sooner rather than later, MetroPCS released the following letter publicly so that both companies' stakeholders will have the opportunity to fully assess this unique opportunity: