Telephone and Data Systems Proposes Acquisition of Array Digital Infrastructure Shares

Telephone and Data Systems' Acquisition Proposal

On May 8, 2026, Telephone and Data Systems, Inc. (TDS), trading under NYSE: TDS, announced a significant proposal aimed at acquiring Array Digital Infrastructure, Inc. (NYSE: AD) in a strategic move to bolster its corporate growth and infrastructure capabilities. This proposal involves a merger to enable TDS to acquire all outstanding shares of Array not already owned by TDS in an all-stock transaction.

Proposal Details

The crux of the proposal is that each share of Array not currently owned by TDS would be exchanged for 0.86 of a TDS Common Share, known as the Exchange Ratio. This rate is contingent on a few assumed transactional conditions: it expects the closing of previously announced spectrum license sales before the merger completes, and it anticipates that Array will declare and pay a substantial dividend worth approximately $900 million to its shareholders before the consummation of the transaction.

Walter Carlson, President and CEO of TDS, elaborated on the proposal, emphasizing that it represents yet another crucial step in TDS's transformation strategy. The acquisition is designed to simplify the corporate structure, improve investment capabilities in key growth areas, and facilitate a seamless integration of Array into TDS’s existing operations.

By conducting this acquisition, TDS aims to eliminate redundant corporate costs and enhance governance, expectantly leading to improved share liquidity and a strengthened financial structure. This would ultimately provide TDS with greater leverage to initiate strategic investments across all its business sectors, particularly in towers and fiber.

Expected Outcomes

The merger will not only streamline operations but also give Array’s current shareholders a notable stake in TDS’s expanding fiber business. TDS holds a considerable interest in Array, with around 82% ownership, and this move aims to solidify the foundation for Array's ongoing growth in the highly competitive telecommunications landscape.

In addition, the acquisition is projected to qualify as a tax-free reorganization, benefiting all involved parties from a fiscal perspective. The proposal is presently subject to review and requires the formation of a special committee from Array's Board of Directors to assess the offer before moving forward.

Corporate Context

Founded in 1969, TDS has established itself as a prominent provider of broadband services and wireless infrastructure, operating through its subsidiaries, including TDS Telecom and Array Digital Infrastructure. Array, a leading entity in shared wireless communications infrastructure in the United States, consists of over 4,400 cell towers nationwide, thereby enabling broader deployment of advanced wireless technologies such as 5G.

As the acquisition progresses, both TDS and Array have stressed the importance of following appropriate regulatory and shareholder approval processes, affirming that TDS has no intent to sell its interest in Array during this phase. The outcome of this proposal can significantly reshape the extent of capabilities for both companies, positioning them in a stronger position to compete in the telecommunications industry.

Conclusion

In light of these developments, TDS's proposal to acquire Array Digital Infrastructure represents a pivotal moment in its ongoing evolution. The anticipated acquisition aims not only to enhance TDS's operational efficiency but also aligns its objectives with the cutting-edge advancements in the telecommunications domain. Stakeholders and market observers will keenly await the forthcoming negotiations and decisions made by both corporations regarding this promising opportunity.