July 24, 2000 -- Friedman Kaplan is advising VoiceStream Wireless Corporation (Nasdaq: VSTR) in connection with its merger agreement with Deutsche Telekom AG (NYSE: DT). The transaction, with a current equity value of approximately $50.7 billion ($195.75 per current fully diluted VoiceStream share based on Deutsche Telekom's Euro closing share price on July 21, 2000), would form the first wireless operator utilizing the GSM (Global System for Mobile communications) standard worldwide.

VoiceStream will become part of Deutsche Telekom's mobile telephony subsidiary, T-Mobile, and will continue to use the VoiceStream brand. John W. Stanton, VoiceStream's Chairman and CEO, will head Deutsche Telekom's mobile operations in the U.S. As of March 31, 2000, T-Mobile together with VoiceStream and its joint ventures had 19.8 million subscribers and licenses to provide services to approximately 375 million people (POPs) worldwide.

Deutsche Telekom will make a separate cash investment of $5 billion in VoiceStream in exchange for preferred stock convertible into common stock at a price of $160 per share. The investment, expected to be made during the current quarter subject to regulatory approval, will enable VoiceStream to accelerate its nationwide build-out and upgrade its network and service.

Friedman Kaplan partners Barry A. Adelman and Gregg S. Lerner, who have represented VoiceStream and its predecessor company, Western Wireless, since their formation, are advising VoiceStream in connection with the transaction, along with associates Sophia S. Hartch and David I. Tanenbaum. Wachtell Lipton Rosen & Katz partner Daniel A. Neff and associate Mark Gordon are also advising VoiceStream in connection with the transaction. Goldman, Sachs & Co. is serving as VoiceStream's investment banker.

Under the terms of the merger agreement, approved by the Boards of both companies, VoiceStream shareholders will receive 3.2 Deutsche Telekom shares and $30 in cash for each share of VoiceStream common stock, subject to certain adjustments. VoiceStream shareholders will have the ability to make an all-stock or all-cash election, subject to proration. Deutsche Telekom will also assume approximately $5.0 billion in VoiceStream net debt. Owners of more than 50% of VoiceStream's outstanding shares have agreed to vote in favor of the transaction.

The transaction is subject to regulatory approvals, approval by VoiceStream shareholders, and customary closing conditions. It is expected to be completed in the first half of 2001.

VoiceStream Wireless is a leading provider of wireless communications services in the United States. VoiceStream Wireless, with Cook Inlet Region Inc., has licenses to provide service to over 220 million people with operating systems from New York to Hawaii. With licenses in 23 of the top 25 markets, VoiceStream is one of the major providers of telecommunications services in the country. VoiceStream is the largest provider in the United States of personal communications service using the globally dominant GSM technology.

Deutsche Telekom, with revenues of 35.5 billion Euros in 1999, is Europe's largest telecommunications company and the third largest carrier worldwide. Deutsche Telekom serves approximately 18.6 million majority-controlled mobile telephony customers in Europe and is Europe's largest Internet provider, with 5.3 million online customers.