Telephone and Data Systems, Inc. (NYSE: TDS) (the "Company" or "TDS") today announced that it has submitted a proposal to the Board of Directors of Array Digital Infrastructure, Inc. (NYSE:AD) ("Array") to acquire, by way of a merger, all of the outstanding common shares of Array that are not currently owned by TDS in an all-stock transaction.

Under the terms of the proposal, each Array Common Share not owned by TDS would be exchanged for 0.86 of a TDS Common Share (the "Exchange Ratio"). 

The Exchange Ratio assumes that the previously-announced spectrum license sales identified in the TDS offer letter will have closed prior to the closing of the transaction contemplated by the proposal (the "Closing"). The Exchange Ratio further assumes that the Array Board, consistent with its treatment of net proceeds from prior spectrum sales, will have declared and paid a dividend of $10.40 per share (approximately $900 million in aggregate) to Array stockholders prior to the Closing. 

This Exchange Ratio reflects an at-market offer based, subject to the assumption described in the preceding paragraph, on yesterday's closing prices.

The transaction is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes.

"As TDS continues its transformation, this proposal is the next step in executing our strategy, simplifying our corporate structure and enhancing our ability to invest in targeted areas of growth," said Walter Carlson, President and Chief Executive Officer of TDS. "Array has successfully transitioned to a tower-focused company, and we are committed to supporting its continued growth. By bringing Array fully under TDS' ownership, Array's stockholders would retain a significant interest in the tower business while gaining exposure to TDS' growing fiber business. We expect the transaction to eliminate duplicative corporate costs, streamline corporate governance, increase share liquidity, and strengthen our capital structure, providing greater flexibility to pursue strategic investments across all our businesses, including towers and fiber. We believe this transaction will position the combined company for long-term growth."

As detailed in the proposal sent to Array, which will be filed with the SEC, the proposed transaction would be subject to the negotiation and execution of mutually acceptable definitive transaction documents. A special committee of independent and disinterested directors of the Array Board of Directors has been formed to evaluate this proposal. The terms of the transaction would require the review and recommendation by the special committee and the approval of the disinterested stockholders of Array by a majority of the votes cast by the disinterested stockholders. The transaction would also be subject to approval of TDS stockholders and the satisfaction of customary closing conditions.

TDS does not intend to sell or otherwise transfer its interest in Array and will not entertain any third-party offers for Array or its assets in lieu of its proposal. TDS continues to support Array's previously-disclosed intention to opportunistically monetize its remaining wireless spectrum.