Dollar General Commences Cash Tender Offer to Acquire Family Dollar At $80 Per Share
Wed, 10 Sep 2014
Antitrust Review Process will Begin
GOODLETTSVILLE, Tenn.--(BUSINESS WIRE)--
Dollar General Corporation (NYSE: DG) today announced that it has
commenced a tender offer to acquire all outstanding shares of Family
Dollar Stores, Inc. (NYSE: FDO) for $80.00 per share in cash. The offer
is scheduled to expire at 5:00 p.m., New York City time, on October 8,
2014, unless the offer is extended. The full terms, conditions and other
details of the tender offer are set forth in the offering documents that
Dollar General will file today with the Securities and Exchange
Commission (“SEC”). Dollar General also will promptly file for clearance
under the Hart-Scott-Rodino (“HSR”) Act, which will allow the Company to
begin the antitrust approval process with the Federal Trade Commission
(“FTC”).
“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,” said Rick Dreiling,
Chairman and Chief Executive Officer of Dollar General. “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.”
“Additionally, we now can begin the antitrust review process and will
have an opportunity to present our position directly to the FTC. 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,”
Dreiling continued.
Details of the Tender Offer
Dollar General’s all-cash offer of $80.00 per share provides Family
Dollar shareholders with a substantially superior valuation to the
$74.50 per share cash / stock offer announced by Dollar Tree, Inc. on
July 28, 2014. Dollar General’s offer provides Family Dollar’s
shareholders with approximately $640 million of additional aggregate
value over Dollar Tree’s offer and represents a premium of 31.9 percent
over the closing price of $60.66 for Family Dollar stock on the day
prior to the Dollar Tree announcement.
The offer is being made on the terms and subject to the conditions set
forth in the offer to purchase and letter of transmittal (together, the
“Offer”), dated September 10, 2014, included in the Tender Offer
Statement that will be filed with the SEC today. As part of a definitive
merger agreement with Family Dollar, Dollar General would be willing to
agree to divest up to 1,500 stores if required by the FTC and to pay
Family Dollar a $500 million reverse break-up fee if the transaction did
not close for reasons related to antitrust approvals.
The Offer is not conditioned upon any financing arrangements. Dollar
General has received written financing commitments that are in full
force and effect from Goldman, Sachs & Co. and Citigroup Global Markets
Inc. for all of the financing necessary to consummate the proposed
all-cash transaction.
Goldman, Sachs & Co. is acting as financial advisor to Dollar General.
KKR Capital Markets and MCS Capital Markets are advising the Company 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 will file 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), which will be amended as
necessary. 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).
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.
Dollar General Corporation Investors: Mary
Winn Pilkington, 615-855-5536 or 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) or Dan
MacDonald, 615-855-5209 or Crystal Ghassemi, 615-855-5210
