Array Forms Special Committee to Review TDS All-Stock Bid for Remaining Shares

Overview

• Array, which received the offer Friday, said the proposal from majority owner TDS is non-binding and seeks to acquire the public float in an all-stock deal.
• The board set up a three-member special committee of independent directors and hired PJT Partners and Cravath to evaluate the proposal.
• TDS detailed terms on its earnings call: 0.86 TDS share for each Array share not owned by TDS, assuming a $10.40 pre-closing dividend funded by previously announced spectrum sales.
• Any merger would require a recommendation from the special committee and approval by a majority of votes cast by disinterested Array shareholders, along with a TDS shareholder vote.
• TDS said the combination would simplify governance and finances for the group, but both companies emphasized there is no binding agreement or assurance a deal will occur.