Dollar General Extends Tender Offer to Acquire Family Dollar to December 31, 2014
Fri, 31 Oct 2014
Will Commence Mailing of Definitive Proxy Statement Urging Family
Dollar Shareholders to Vote Against Proposed Dollar Tree Merger
Remains Committed to Acquiring Family Dollar
GOODLETTSVILLE, Tenn.--(BUSINESS WIRE)--
Dollar General Corporation (NYSE: DG) today announced that it has
extended its tender offer to acquire all outstanding shares of Family
Dollar Stores, Inc. (NYSE: FDO) for $80.00 per share in cash (including
associated preferred share purchase rights) to 5:00 p.m., New York City
time, on December 31, 2014, unless further extended. In addition, Dollar
General intends to file today the definitive proxy materials with the
U.S. Securities and Exchange Commission (SEC) for the Special Meeting of
Shareholders of Family Dollar scheduled to be held on December 11, 2014,
to vote on the merger with Dollar Tree, Inc. (NASDAQ: DLTR), and to
commence mailing of such definitive proxy materials to Family Dollar
shareholders of record as of October 30, 2014 on or about November 3,
2014.
Dollar General urges Family Dollar shareholders to vote the GOLD proxy
card in order to vote AGAINST the merger agreement with Dollar Tree and
the additional related proposals described in the definitive proxy
materials and to tender their shares into Dollar General’s tender offer.
By voting the GOLD proxy card and by tendering their shares into Dollar
General’s tender offer, Family Dollar shareholders will be sending a
clear message to the Family Dollar Board to promptly engage in
discussions with Dollar General. A vote against the merger agreement
with Dollar Tree will not obligate Family Dollar shareholders to tender
their shares in the Dollar General tender offer. However, anyone
desiring to participate in the Dollar General tender offer must tender
their shares pursuant to the tender offer prior to the expiration date.
The tender offer was previously set to expire at 5:00 p.m., New York
City time, on October 31, 2014. All other terms and conditions of the
tender offer remain unchanged. As of 5:00 p.m., New York City time, on
October 30, 2014, 4,097,475 common shares of Family Dollar had been
validly tendered into, and not withdrawn from, the tender offer.
Dollar General remains committed to the proposed acquisition of Family
Dollar and will continue to cooperate with the Federal Trade Commission
(FTC) to obtain antitrust regulatory clearance for the transaction.
Family Dollar shareholders who need additional copies of the tender
offer statement, definitive proxy statement or related materials or who
have questions regarding the offer or proxy solicitation should contact
Innisfree M&A Incorporated, the information agent for the offer and the
proxy solicitation, toll-free at (877) 750-5837.
Goldman, Sachs & Co. is acting as financial advisor to Dollar General.
KKR Capital Markets and MCS Capital Markets are advising Dollar General
on the financing. Simpson Thacher & Bartlett LLP is acting as its legal
counsel.
Forward-Looking Statements
Dollar General includes “forward-looking statements” within the meaning
of the federal securities laws throughout this release. A reader can
identify forward-looking statements because they are not limited to
historical fact or they use words such as “scheduled,” “may,” “will,”
“could,” “should,” “would,” “expect,” “believe,” “anticipate,”
“project,” “plan,” “estimate,” “forecast,” “goal,” “objective,”
“committed,” “intend,” “continue,” or “will likely result,” and similar
expressions that concern Dollar General’s strategy, plans, intentions or
beliefs about future occurrences or results.
Forward-looking statements are subject to risks, uncertainties and other
factors that may change at any time and may cause actual results to
differ materially from those that Dollar General expected. Many of these
statements are derived from Dollar General’s operating budgets and
forecasts, which are based on many detailed assumptions that Dollar
General believes are reasonable, or are based on various assumptions
about certain plans, activities or events which we expect will or may
occur in the future. However, it is very difficult to predict the effect
of known factors, and Dollar General cannot anticipate all factors that
could affect actual results that may be important to an investor. All
forward-looking information should be evaluated in the context of these
risks, uncertainties and other factors, including those factors
disclosed under “Risk Factors” in Dollar General’s most recent Annual
Report on Form 10-K and any subsequent quarterly filings on Form 10-Q
filed with the Securities and Exchange Commission.
All forward-looking statements are qualified in their entirety by the
cautionary statements that Dollar General makes from time to time in its
SEC filings and public communications. Dollar General cannot assure the
reader that it will realize the results or developments Dollar General
anticipates, or, even if substantially realized, that they will result
in the consequences or affect Dollar General or its operations in the
way Dollar General expects. Forward-looking statements speak only as of
the date made. Dollar General undertakes no obligation to update or
revise any forward-looking statements to reflect events or circumstances
arising after the date on which they were made, except as otherwise
required by law. As a result of these risks and uncertainties, readers
are cautioned not to place undue reliance on any forward-looking
statements included herein or that may be made elsewhere from time to
time by, or on behalf of, Dollar General.
Important Additional Information
This communication is provided for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell any
shares of the common stock of Family Dollar or any other securities.
Dollar General and its wholly owned subsidiary D3 Merger Sub, Inc. have
commenced a tender offer for all outstanding shares of common stock of
Family Dollar and have filed with the Securities and Exchange Commission
a tender offer statement on Schedule TO (including an Offer to Purchase,
a Letter of Transmittal and related documents), as amended and as may be
further amended. These documents contain important information,
including the terms and conditions of the tender offer, and shareholders
of Family Dollar are advised to carefully read these documents before
making any decision with respect to the tender offer. Investors and
security holders may obtain free copies of these statements and other
documents filed with respect to the tender offer at the SEC’s website at
www.sec.gov. In addition, copies of the tender offer statement and
related materials may be obtained for free by directing such requests to
the information agent for the tender offer, Innisfree M&A Incorporated,
at (877) 750-5837 (toll free for shareholders) or (212) 750-5833
(collect for banks and brokers).
Dollar General has filed a preliminary proxy statement and will file a
definitive proxy statement and relevant documents in connection with the
special meeting of the shareholders of Family Dollar at which the Family
Dollar shareholders will consider certain proposals regarding the
potential acquisition of Family Dollar by Dollar Tree, Inc. (the
“Special Meeting Proposals”). Dollar General and its directors and
executive officers and other members of its management and employees may
be deemed to be participants in the solicitation of proxies from Family
Dollar’s shareholders in connection with the Special Meeting Proposals.
SHAREHOLDERS OF FAMILY DOLLAR ARE URGED TO READ THE PROXY STATEMENT AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain a free copy of the proxy statement and other
documents filed by Dollar General at the SEC’s web site at
http://www.sec.gov or by contacting the information agent for the proxy
solicitation, Innisfree M&A Incorporated, at (877) 750-5837 (toll free
for shareholders) or (212) 750-5833 (collect for banks and brokers).
About Dollar General Corporation
Dollar General Corporation has been delivering value to shoppers for 75
years. Dollar General helps shoppers Save time. Save money. Every day!®
by offering products that are frequently used and replenished, such as
food, snacks, health and beauty aids, cleaning supplies, basic apparel,
house wares and seasonal items at low everyday prices in convenient
neighborhood locations. With more than 11,500 stores in 40 states,
Dollar General has more retail locations than any retailer in America.
In addition to high quality private brands, Dollar General sells
products from America’s most-trusted manufacturers such as Clorox,
Energizer, Procter & Gamble, Hanes, Coca-Cola, Mars, Unilever, Nestle,
Kimberly-Clark, Kellogg’s, General Mills, and PepsiCo. For more
information on Dollar General, please visit www.dollargeneral.com.
Investors: Dollar General Corporation Mary
Winn Pilkington, 615-855-5536 Emma Jo Kauffman, 615-855-5525 or Media: Brunswick
Group Steve Lipin or Shahed Larson, 212-333-3810 or Dollar
General Corporation Media Hotline, 877-944-DGPR (3477) Dan
MacDonald, 615-855-5209 Crystal Ghassemi, 615-855-5210
