MergerMay 8, 2026, 07:07 AM
TDS Proposes All-Stock Merger to Acquire Remaining Array Shares
AI Summary
Telephone and Data Systems, Inc. (TDS) has submitted a proposal to acquire all outstanding common shares of Array Digital Infrastructure, Inc. (Array) not currently owned by TDS. The all-stock transaction proposes an exchange ratio of 0.86 TDS Common Shares for each Array Common Share, contingent on Array's previously announced spectrum sales closing and a $10.40 per share dividend payment. TDS, which currently owns a significant stake in Array, believes the merger will streamline corporate structure, enhance capital flexibility, and provide Array stockholders with continued interest in the tower business and exposure to TDS's growing fiber business.
Key Highlights
- TDS proposes to acquire all outstanding Common Shares of Array Digital Infrastructure not currently owned by TDS.
- The acquisition is an all-stock transaction, with an exchange ratio of 0.86 TDS Common Shares for each Array Common Share.
- The proposal assumes prior closing of Array's announced spectrum license sales totaling $1.177 billion.
- It also assumes Array will declare and pay a $10.40 per share dividend (approx. $900 million) to stockholders before closing.
- TDS currently owns approximately 81.9% of Array's capital stock and 95.9% of its voting interests.
- The transaction aims to streamline corporate structure, enhance capital flexibility, and eliminate duplicative costs.
- The proposed merger is expected to be tax-free for Array's stockholders.
- Wells Fargo is the financial advisor and Sidley Austin LLP is the legal counsel for TDS.