Dollar General takes $9.1 billion offer directly to Family Dollar shareholders


GOODLETTSVILLE, Tenn. — Dollar General on Wednesday announced that it has commenced a tender offer to acquire all outstanding shares of Family Dollar stores for $80.00 per share in cash. This represents a premium to the closing price of $78.70 per Family Dollar share as of Tuesday. 


The offer is scheduled to expire at 5 p.m., EST, on Oct. 8, unless the offer is extended. 


Dollar General also will promptly file for clearance under the Hart-Scott-Rodino Act, which will allow the company to begin the antitrust approval process with the Federal Trade Commission.


"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," stated Rick Dreiling, chairman and CEO 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 said.


According to Dollar General, 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 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% over the closing price of $60.66 for Family Dollar stock on the day prior to the Dollar Tree announcement.


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 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 is acting as its legal counsel.

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