TDS proposes all-stock merger with Array Digital Infrastructure

Telephone and Data Systems (NYSE:TDS) is seeking to consolidate its infrastructure holdings by absorbing Array Digital Infrastructure (NYSE:AD).

Under the terms of the proposal, Array shareholders would receive 0.86 shares of TDS common stock for each share of Array held.

The transaction is contingent upon the successful completion of several preliminary milestones.

Specifically, the exchange ratio assumes that Array will finalize previously announced spectrum sales and distribute a $10.40 per-share dividend—totaling approximately $900 million—to its stockholders prior to the merger’s closing.

The deal has been structured to qualify as a tax-free reorganization for federal income tax purposes.

However, the proposal remains non-binding at this stage and is subject to the negotiation of definitive documentation.

The path to closure requires a formal review and recommendation from a special committee of independent directors, as well as the approval of a majority of disinterested Array stockholders.

TDS shareholders must also vote to approve the issuance of the new shares.