Wednesday's approval was expected after T-Mobile sweetened its bid and major shareholders withdrew their objections. T-Mobile's initial offer was approved by MetroPCS' board, but shareholders and shareholder advisory firms called it inadequate.
Nick Lamplough, a spokesman for MetroPCS, said shareholders voted for the deal at their special meeting in Richardson, Texas, on Wednesday morning.
MetroPCS said the deal is expected to be completed next Tuesday.
The deal is intended to produce a stronger combined company worth about $16 billion and with 43 million devices on its wireless network. By combining the space allocated to each company on the airwaves, the new company should be able to deliver faster wireless data downloads, a crucial competitive factor.
"We are thrilled that MetroPCS stockholders voted to approve this transaction, which delivers strategic and financial benefits," T-Mobile CEO John Legere said in a statement. "A combined T-Mobile and MetroPCS will unite two companies with one common vision: challenge the status quo and deliver exceptional wireless experiences for our customers."
The deal gives MetroPCS shareholders 26 per cent of the combined company. T-Mobile's German parent, Deutsche Telekom AG, will own the rest. Bellevue, Wash.-based T-Mobile lacks a stock listing in the U.S., but the new company will keep MetroPCS' stock listing.
The deal has all requisite regulatory approvals. It's part of a ferment of deal-making in the lower ranks of the U.S. wireless industry. Struggling No. 3 carrier Sprint Nextel Corp. has two acquisition offers, from Dish Network Corp. and Softbank Corp. of Japan, and is in turn set to buy network operator Clearwire Corp.
MetroPCS shares fell 9 cents to $11.60 in afternoon trading Wednesday. They have traded in a 52-week range of $5.53 to $14.51.