Array Forms Special Committee to Evaluate TDS Bid for Remaining Shares

Overview

• TDS, which outlined terms Friday on its earnings call, proposed an all‑stock merger that would swap each Array share for 0.86 TDS shares if prior spectrum sales close and a $10.40 per‑share dividend is paid to Array holders.
• Array’s board created a Special Committee of three independent directors and hired PJT Partners and Cravath as advisers to assess the non‑binding offer.
• TDS already controls about 81.9% of Array’s capital and 95.9% of its voting power, and any deal would need approvals from disinterested Array shareholders, TDS shareholders, and other customary conditions.
• TDS says full ownership would simplify the corporate structure, cut overlapping costs, boost financial flexibility, and support investment in towers and fiber.
• Array owns roughly 4,450 cell towers across 19 states, and previously announced spectrum sales to T‑Mobile and Verizon are expected to fund the proposed $10.40 dividend of about $900 million.