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MATTHEWS, N.C. — Family Dollar Stores Inc.’s board on Friday again spurned a buyout offer from Dollar General Corp. due to antitrust issues.
Family Dollar Stores Inc.’s board on Friday again spurned a buyout offer from Dollar General Corp. due to antitrust issues.
The latest rejection comes three days after Dollar General put pressure on the board and Family Dollar’s shareholders with a revised bid that included an offer to sell or close more than 1,500 of the combined entity’s stores to allay regulators’ concerns.
"Our board of directors, with the assistance of outside advisors and consultants, reviewed all aspects of Dollar General’s revised proposal and unanimously concluded that it is not reasonably likely to be completed on the terms proposed," Howard Levine, Family Dollar’s chairman, president and chief executive officer, said in a statement. "There is a very real and material risk that the transaction proposed by Dollar General would fail to close, after a lengthy and disruptive review process."
Family Dollar’s board reaffirmed its support for a deal with Chesapeake, Va.-based Dollar Tree Stores Inc., which Levine said "delivers attractive value in the form of immediate, up-front cash and upside participation in a combined Dollar Tree-Family Dollar entity, as well as closing certainty."
In July, Family Dollar agreed to Dollar Tree’s offer of $74.50 per share in a combination of $59.60 cash and $14.90 in Dollar Tree stock. Total value of that deal was estimated at $8.5 billion.
A subsequent offer from Dollar General was summarily rejected, on the grounds that regulators would oppose a merger of the nation’s two largest dollar store chains.
Dollar General this week came back with a sweetened offer of $80 a share, valuing Family Dollar at close to $10 billion, and pledging to more than double the number of stores it originally planned to divest to help the deal pass regulatory muster.
Additionally, Dollar General agreed to keep the Family Dollar name on the acquired stores, and to keep Levine on the board for at least two years.
In making the sweetened offer, Dollar General president and CEO Rick Dreiling threatened to take his company’s bid directly to Family Dollar shareholders if the board declined to negotiate.
"In the event you refuse to engage with us regarding our revised proposal, we will consider taking our persuasive and superior proposal directly to your shareholders, as we are firmly committed in our belief that a combination of our companies is in their best interests," Dreiling wrote.
On Friday, Dollar Tree said it would be willing to divest as many stores as possible to get a deal done, and the companies amended their merger agreement to reflect that commitment, the Wall Street Journal reported. It also said it expects its proposed deal could close by the end of November.
Dollar Tree said it sees fewer antitrust issues with its proposed merger with Family Dollar, 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.
