--Deutsche Telekom not considering altering bid for MetroPCS

--Counters report that a sweetened deal is being assessed

--Opponents continue campaign to vote down the deal

Deutsche Telekom AG (DTEGY DTE.XE) Thursday said its T-Mobile USA unit is currently not considering a more attractive deal for U.S.-based MetroPCS Communications Inc. (PCS), just as a vocal opponent of the deal reiterated its argument for better terms.

Speaking to Dow Jones via telephone, Deutsche Telekom spokesman Philipp Kornstadt denied a Reuters report that the German company is considering sweetening the terms but noted that a final decision hadn't yet been made.

A shareholder vote on the deal is set for April 12. Some major investors are opposing the terms and two proxy adviser firms have recommended MetroPCS shareholders vote against the proposal, in which they get about $4 a share in cash and a 26% stake in the newly merged company.

Speculation has swirled that Deutsche Telekom would alter the structure since the influential advisory firm Institutional Shareholder Services Inc. said last week that it considered the terms unfavorable for shareholders.

The complexity of the current terms, involving a stake in a private company and substantial debt to Deutsche Telekom, could leave several options for an altered deal or potentially an entirely new structure.

The prospect of a failed vote leaves Deutsche Telekom with another unsuccessful deal just 15 months after its effort to sell T-Mobile USA to AT&T Inc. (T) for $39 billion fell apart under regulatory pressure.

Two major MetroPCS shareholders--P. Schoenfeld Asset Management and Paulson & Co.--have been vocal about opposing the deal and arguing for better terms or remaining independent.

The two funds own more than 12% of MetroPCS shares and say the structure of the transaction will give investors stock in an under-capitalized company and a high interest rate on excessive debt, all while trying to revive itself in a competitive industry.

P. Schoenfeld Asset Management held a conference call for investors Thursday, reiterating those arguments. It said MetroPCS's standalone value, as well as the sum of assets, provide a better deal for the company's shareholders.

The fund criticized the deal as complex and said Deutsche Telekom has a conflict of interest because it will be both the largest creditor and shareholder while controlling the new company's board. If the deal is voted down, P. Schoenfeld Asset Management said it could push to replace MetroPCs' board next year if the directors aren't showing the required leadership.

T-Mobile has defended the terms of the deal and contended that the transaction will succeed in getting shareholder approval.

Write to Archibald Preuschat at archibald.preuschat@dowjones.com and Thomas Gryta at thomas.gryta@dowjones.com

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