Array Digital Infrastructure Inc. (NYSE: AD) has established a special committee of independent directors to evaluate a non-binding acquisition proposal from Telephone and Data Systems Inc. (NYSE: TDS), the company announced.

TDS submitted the proposal on May 7 to acquire all outstanding common shares of Array Digital not currently owned by TDS. The proposal targets the approximately 18.1% of outstanding capital stock that TDS does not already own, as TDS currently holds about 81.9% of Array Digital's outstanding shares and 95.9% of voting interests.

The proposal requires approval from a majority of votes cast by disinterested stockholders and a recommendation from Array Digital's special committee of disinterested directors.

Array Digital's board formed the three-member special committee composed entirely of independent directors to analyze and negotiate the proposal. The committee has retained PJT Partners as its financial advisor and Cravath, Swaine & Moore LLP as legal counsel.

The special committee has not made any decision regarding the proposal. The committee stated it will evaluate the offer to determine what course of action serves the best interests of the company and its disinterested shareholders.

Array Digital noted that TDS's proposal represents only an indication of interest and does not constitute a binding commitment. The company stated there is no assurance any transaction will be completed or abandoned, and no certainty regarding terms, timing or conditions if an agreement is reached.

Array Digital operates 4,450 cell towers across 19 states and provides shared wireless communications infrastructure. The company's shareholders do not need to take any action at this time, according to the announcement.