Array Forms Independent Panel to Evaluate TDS’s All-Stock Takeover Proposal

Overview

• Array, which on Friday disclosed TDS’s non-binding offer, said three independent directors will lead a Special Committee advised by PJT Partners and Cravath to evaluate the bid.
• TDS proposed exchanging each Array share for 0.86 TDS share, a ratio that assumes certain spectrum-license sales close before the merger and that Array pays a pre-closing $10.40 per-share dividend.
• TDS said the planned dividend would total about $900 million, funded by expected proceeds from spectrum sales that include deals with T-Mobile and Verizon.
• The proposal remains an indication of interest with no binding commitment and would require approval by Array’s disinterested shareholders, approval by TDS shareholders, and other customary conditions.
• TDS already controls about 81.9% of Array’s capital stock and 95.9% of its voting power, and says a merger could be tax-free, cut duplicate costs, and give Array investors exposure to its fiber business; Array owns roughly 4,450 towers across 19 states.