Dollar General Remains Committed to Acquisition of Family Dollar
Wed, 17 Sep 2014
Cash Tender Offer is a Clearly Superior Proposal for Family Dollar
Shareholders
Company Remains Confident in its Antitrust Strategy and Analysis
GOODLETTSVILLE, Tenn.--(BUSINESS WIRE)--
In response to the decision by the Board of Directors of Family Dollar
Stores, Inc. (NYSE: FDO) to reject Dollar General’s tender offer to
acquire all outstanding shares of Family Dollar for $80.00 per share in
cash, Dollar General Corporation (NYSE: DG) today stated that it remains
committed to acquiring Family Dollar in a transaction that would deliver
superior value to Family Dollar shareholders and is capable of being
completed on the terms proposed.
The Company also stated that it remains confident in both its antitrust
strategy and the analysis performed by its antitrust advisors.
“Dollar General has made every good faith effort to engage in
constructive discussions with the Family Dollar Board of Directors,”
said Rick Dreiling, Chairman and Chief Executive Officer of Dollar
General. “At each turn, despite Dollar General’s superior proposals and
to the detriment of the Family Dollar shareholders, the Family Dollar
Board has refused to engage, leaving Dollar General with no choice but
to launch a tender offer.”
“Dollar General has invested significant time and resources in pursuit
of this acquisition and remains committed to its successful completion.
Family Dollar continues to make statements that are not worthy of
debate. Rather than engaging with us in a meaningful and constructive
manner, the Family Dollar Board has continued its efforts to distract
shareholders from the main issue at hand – that a superior proposal
adequately addressing antitrust issues remains on the table. Through our
tender offer, Dollar General has provided all Family Dollar shareholders
a voice in this process, and we urge them to tender into our offer,”
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 on Schedule TO filed with the SEC. 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 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), 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.
Investors: Dollar General Corporation 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
