Telephone and Data proposes to acquire shares of Array Digital

Telephone and Data Systems (TDS) announced that it has submitted a proposal to the Board of Directors of Array Digital Infrastructure (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 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 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 $900M 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.