Telephone and Data Systems Announces It Is No Longer Pursuing the Acquisition of Public Shares of Array Digital Infrastructure

Rhea-AI Summary

Telephone and Data Systems (NYSE:TDS) announced it is no longer pursuing its proposal to acquire the public Common Shares of Array Digital Infrastructure (NYSE:AD) that it does not already own and has withdrawn the offer. The withdrawn proposal would have exchanged each Array Common Share not owned by TDS for 0.86 TDS Common Shares, subject to stated assumptions. TDS will retain its approximately 82% ownership interest in Array.

According to TDS, despite extensive review, the parties did not reach agreement on the form of consideration and value. TDS supports Array’s intention to opportunistically monetize remaining wireless spectrum assets and plans to work with Array to pursue such opportunities. With the proposal withdrawn, TDS expects to recommence repurchases of TDS Common Shares under existing programs, including an additional $500 million authorization announced in November 2025. As of June 30, 2026, about $523.9 million remained available under TDS’s repurchase programs, with timing and size of repurchases at TDS’s discretion based on market and legal factors.

Positive

• TDS maintains approximately 82% ownership stake in Array Digital Infrastructure
• Withdrawn all-share deal avoids issuing 0.86 TDS shares per public AD share
• TDS expects to restart share repurchases with about $523.9 million capacity remaining
• Repurchase capacity includes an additional $500 million authorization from November 2025

Negative

• TDS and Array did not reach agreement on deal value and consideration
• Planned acquisition of remaining public Array shares has been withdrawn without alternative structure disclosed

Market Context

The prior acquisition event generated a 13.12% 24-hour gain, giving this withdrawal a contrasting hi...

Analysis

The prior acquisition event generated a 13.12% 24-hour gain, giving this withdrawal a contrasting historical reference. Moderate short positioning added a volatility consideration; the remaining TDS ownership and repurchase authorization warrant monitoring.

Key Figures

Exchange Ratio: 0.86 TDS shares TDS Array Ownership: approximately 82% Additional Repurchase Authorization: $500 million +1 more

4 metrics

Exchange Ratio 0.86 TDS shares Per Array common share under withdrawn proposal

TDS Array Ownership approximately 82% Ownership retained by TDS

Additional Repurchase Authorization $500 million Announced in November 2025

Repurchase Availability approximately $523.9 million Available under TDS share repurchase programs as of June 30, 2026

Previous Acquisition Reports

1 past event · Latest: May 08 (Positive)

Same Type Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
May 08	acquisition proposal	Positive	+13.1%	TDS proposed an all-stock acquisition of Array's publicly held shares

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

The prior acquisition proposal produced a 13.12% gain, diverging from the current withdrawal announcement.

Key Terms

share repurchase programs, form of consideration

2 terms

share repurchase programs financial

"recommence repurchases of TDS Common Shares under its previously announced share repurchase programs"

A share repurchase program is when a company uses its cash to buy back its own stock from the market, reducing the number of shares held by outside investors. For investors this matters because fewer shares can increase each remaining share’s portion of profits and often supports the stock price, like slicing the same pie into fewer pieces so each piece is larger, and it also signals how management prioritizes returning cash versus other uses.

form of consideration financial

"we were not able to reach agreement on the form of consideration and value"

Form of consideration describes the kind of payment used to complete a corporate transaction—what the seller receives in exchange for assets, stock or a business. Common forms include cash, shares of the buyer, debt instruments, promissory notes, or contingent payments like earnouts; think of it as choosing whether to be paid in cash, a check that can change in value, or a promise to pay later. It matters to investors because the form affects tax treatment, timing of value, ownership dilution and the buyer’s balance sheet.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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TDS Expects to Recommence Repurchase Program

CHICAGO, Sept. 1, 2026 /PRNewswire/ -- Telephone and Data Systems, Inc. (NYSE: TDS) (the "Company" or "TDS") today announced that it is no longer pursuing the acquisition of the Common Shares of Array Digital Infrastructure, Inc. (NYSE: AD) ("Array") that it does not already own and has withdrawn its previously announced proposal. Under the terms of the proposal, each Array Common Share not owned by TDS would have been exchanged for 0.86 of a TDS Common Share, subject to the assumptions set forth in the proposal. TDS will continue to hold its approximately 82% ownership interest in Array.

"While we remain confident that the combination presents substantial benefits, we no longer believe that now is the right time to complete such a transaction. Despite extensive review on both sides, we were not able to reach agreement on the form of consideration and value," said Walter Carlson, President and Chief Executive Officer of TDS. "We appreciate the time and effort that the Special Committee of the Board of Directors of Array devoted to this process. We remain confident in Array's business and long-term prospects and are committed to supporting Array's continued success as a leading owner and operator of wireless communications infrastructure. Similarly, we remain confident in the long-term prospects of TDS Telecom as we execute our strategy to expand our marketable fiber service footprint and deliver value for customers and our shareholders."

TDS continues to support Array's previously disclosed intention to opportunistically monetize its remaining wireless spectrum assets. TDS and Array intend in the near term to increase their efforts to pursue opportunities to monetize such assets.

With the withdrawal of the proposal to Array, TDS expects to recommence repurchases of TDS Common Shares under its previously announced share repurchase programs, including the additional $500 million share repurchase authorization announced in November 2025. As of June 30, 2026, approximately $523.9 million remained available under TDS's share repurchase programs. The timing, manner and amount of any repurchases will be determined by TDS in its discretion and will depend on market conditions, applicable legal requirements and other factors.

About TDS

Founded in 1969, Telephone and Data Systems provides broadband services and wireless infrastructure through its businesses, TDS Telecom and Array Digital Infrastructure, Inc.

About Array

Array is a leading owner and operator of shared wireless communications infrastructure in the United States. With over 4,400 cell towers in locations from coast to coast, Array enables the deployment of 5G and other wireless technologies throughout the country. Headquartered in Chicago, Array is approximately 82% owned by TDS.

For more information about TDS and its subsidiaries, visit:

TDS: tdsinc.com
Array: arrayinc.com
TDS Telecom: tdstelecom.com

FORWARD LOOKING STATEMENTS

This communication contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which reflect TDS' current estimates, expectations and projections about TDS' and Array's future results, performance, prospects and opportunities. Such forward-looking statements may include, among other things, statements regarding TDS' and Array's efforts to monetize Array's remaining spectrum assets, the timing and results of such efforts, TDS' plans to repurchase TDS Common Shares and the timing and amount of any such repurchases, and any other statements regarding TDS' or Array's future operations, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition and other expectations and estimates for future periods.

Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "plan," "may," "should," "will," "would," "project," "forecast" and similar expressions. These forward-looking statements are based upon information currently available to TDS and are subject to a number of risks, uncertainties and other factors that could cause TDS' and Array's actual results, performance, prospects, or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. The TDS business is subject to the risks and uncertainties described in TDS' Annual Report on Form 10-K on file with the Securities and Exchange Commission and from time to time in other filed reports, including TDS' Quarterly Reports on Form 10-Q. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.

The forward-looking statements included in this communication are made only as of the date of this communication, and TDS undertakes no obligation to update any forward-looking information contained in this communication, or with respect to the announcement described herein, to reflect subsequent events or circumstances.

View original content:https://www.prnewswire.com/news-releases/telephone-and-data-systems-announces-it-is-no-longer-pursuing-the-acquisition-of-public-shares-of-array-digital-infrastructure-302866945.html

SOURCE Telephone and Data Systems, Inc.

FAQ

What did Telephone and Data Systems decide about acquiring Array Digital Infrastructure (NYSE:AD) shares in September 2026?

Telephone and Data Systems decided to stop pursuing its proposed acquisition of Array Digital Infrastructure’s public Common Shares and withdrew the offer. According to TDS, the parties could not reach agreement on consideration structure and value, so TDS will instead retain its existing controlling ownership stake in Array.

What were the original share exchange terms for the withdrawn TDS offer for AD stock?

The withdrawn proposal would have exchanged each Array Digital Infrastructure Common Share not owned by TDS for 0.86 of a TDS Common Share. According to TDS, these terms are no longer being pursued, and Array’s public shareholders will continue holding their existing AD shares independently.

How much of Array Digital Infrastructure does Telephone and Data Systems still own after canceling the deal?

Telephone and Data Systems continues to hold approximately 82% of Array Digital Infrastructure’s Common Shares following the withdrawal of its acquisition proposal. According to TDS, it remains committed to supporting Array’s business and long-term prospects as a leading wireless communications infrastructure owner and operator.

Will Telephone and Data Systems (NYSE:TDS) restart its share repurchase program after ending the AD acquisition attempt?

Telephone and Data Systems expects to recommence repurchases of TDS Common Shares under its existing repurchase programs. According to TDS, this includes using an additional $500 million authorization announced in November 2025, with timing and amounts determined by market conditions and legal considerations.

How much buyback capacity does TDS have available under its share repurchase programs as of June 30, 2026?

As of June 30, 2026, approximately $523.9 million remained available under Telephone and Data Systems’ share repurchase programs. According to TDS, future repurchases of TDS Common Shares will depend on its discretion, market conditions, applicable legal requirements, and other relevant corporate factors.

What are TDS and Array planning regarding wireless spectrum assets after the canceled AD acquisition?

TDS continues to support Array’s previously stated intention to opportunistically monetize remaining wireless spectrum assets. According to TDS, both companies intend in the near term to increase their efforts to pursue opportunities to monetize these spectrum holdings, potentially enhancing strategic and financial flexibility for Array.

Why did Telephone and Data Systems and Array Digital Infrastructure not complete their proposed combination?

The transaction was not completed because the parties could not agree on the form of consideration and overall value. According to TDS, despite extensive review by both sides, they concluded that the timing was not right to finalize such an acquisition structure.