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GOODLETTSVILLE, Tenn. — Dollar General Corp. has taken its bid for Family Dollar Stores Inc. directly to shareholders, in the hopes that the prospect of a bigger payday will turn them against Family Dollar’s decision to accept a lower bid from Dollar Tree Inc.
Dollar General Corp. has taken its bid for Family Dollar Stores Inc. directly to shareholders, in the hopes that the prospect of a bigger payday will turn them against Family Dollar’s decision to accept a lower bid from Dollar Tree Inc.
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Dollar General on Wednesday reiterated its all-cash offer of $80 a share, or $9.1 billion in total, for Matthews, N.C.-based Family Dollar.
“Our offer provides Family Dollar shareholders with significantly greater value than the existing agreement with Dollar Tree, as well as immediate and certain liquidity for their shares,” Dollar General chairman and chief executive officer Rick Dreiling said in a statement. “By taking this step, we are providing all Family Dollar shareholders a voice in this process, and we urge them to tender into our offer.”
Dollar Tree in late July offered $74.50 a share for Family Dollar in a combination of $59.60 cash and $14.90 in Dollar Tree stock. The total value of that offer was estimated at $8.5 billion.
Dollar General announced its initial bid to acquire Family Dollar on Aug. 18, offering to pay Family Dollar shareholders $78.50 per share, for a total deal value of $8.95 billion. Citing anticompetitive concerns, Family Dollar rejected Dollar General’s offer a few days later. Then on Sept. 2, Dollar General raised its bid to $80 per share, or $9.1 billion, and indicated that it would consider going directly to Family Dollar shareholders with the proposal. Yet just days later, Family Dollar rejected the enhanced offer, again citing antitrust concerns. Family Dollar also reaffirmed its aim to proceed with its deal with Dollar Tree.
Just hours after Dollar General’s hostile bid Wednesday morning, Family Dollar confirmed its rival’s tender offer and said that it would review the proposal in consultation with its financial and legal advisers. Family Dollar said that after the review it will advise shareholders of its board’s position on the tender offer and file, as required by the Securities and Exchange Commission, a Schedule 14D-9 by Sept. 23. The company also advised shareholders to take no action until that time.
"Family Dollar’s board of directors has not changed its recommendation in support of the merger with Dollar Tree Inc.," Family Dollar also stated Wednesday.
In opting for the lesser offer, directors at Family Dollar have insisted that the Dollar Tree bid is superior because it stands a better chance of gaining the approval of federal antitrust regulators, largely because there is less overlap in the companies’ business models. Dollar Tree prices everything at $1 or less, while both Dollar General and Family Dollar sell similar everyday products at a price point of $10 or less.
Dollar Tree has sought to allay the board’s concerns by pledging to sell or close 1,500 stores.
Last week, executives at Family Dollar and Chesapeake, Va.-based Dollar Tree vowed to do whatever is necessary to clear their proposed merger with regulators.
Dreiling noted that the tender offer made Wednesday clears the way for the company to begin discussions with the Federal Trade Commission about the steps it can take to gain regulatory approval for its proposed deal.
“As we previously have stated, we are confident in the results of our antitrust analysis, and we look forward to a constructive dialogue with the FTC,” he said.
