Shares of MetroPCS Communications Inc. (NYSE: PCS) jumped to a 52-week high of $14.51 the day last October when the company announced its proposed merger with T-Mobile USA, which is owned by Deutsche Telekom AG. The deal was not a particularly good one for MetroPCS shareholders: $1.5 billion in cash, T-Mobile’s assumption of $15 billion in MetroPCS debt, and a 26% stake in the surviving company, which would have been called T-Mobile USA.

One asset management firm opposed the merger practically at once. Paulson & Co. joined in opposing the deal earlier this month. Together, the two opponents hold more than 10% of MetroPCS’s stock.

In today’s letter to shareholders, MetroPCS urges them to vote in favor of the deal by the April 12th special stockholders’ meeting. Their argument:

The immediate cash payment you will receive and the significant ownership interest you will hold in the combined company represent a substantial premium to MetroPCS’ stand-alone value, and your meaningful ownership in the combined company will allow you to participate in the potential synergies and value created by this combination.

Current shareholders will receive about $4.06 per share they now hold before MetroPCS shares go through a 1-for-2 reverse stock split at the time the deal closes. In addition, the board’s letter goes on, MetroPCS shareholders get a 26% stake in the combined company and the opportunity “to participate in the expected significant equity upside of the combined company.”

Opponents point out that part of the deal saddles T-Mobile USA with a total debt of $23.2 billion, of which $15 billion is owed to Deutsche Telekom. In a marketplace featuring well-capitalized competitors like Verizon Communications Inc. (NYSE: VZ) and AT&T Inc. (NYSE: T), T-Mobile would be playing with a huge anchor around its neck.

Maybe MetroPCS is worth more than T-Mobile is paying, but that assumes that the firm could find another buyer. At this point, that could be virtually impossible. If MetroPCS turns down the T-Mobile offer, it could sink on its own. Then Paulson and other opponents of the deal on the table would really be unhappy.

Shares of MetroPCS are down 2% at around noon today, at $10.29 in a 52-week range of $5.53 to $14.51.

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