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In pursuit of Family Dollar, Dollar Tree expects store divestiture not to exceed 300 locations


CHESAPEAKE, Va. — Dollar Tree believes it will need to divest fewer than 300 locations in its pursuit of Family Dollar, the dollar store operator announced Monday, based on its discussions with the Federal Trade Commission. Dollar Tree has made a divestiture proposal and anticipates reaching an agreement with the FTC staff as to the specific number and locations of stores for divestiture by the end of January.


The staff of the FTC has provided Dollar Tree with a preliminary number of stores — roughly 300 — that appear to raise concern. Dollar Tree expects that a number of stores are likely to be removed from this set due to adjustments to account for the Dollar Tree banner's $1 pricing model, while a small number of other stores may be added due to the existence of Family Dollar stores that adjust prices partially based on the presence of Dollar Tree.


In parallel, Dollar Tree has identified potential divestiture buyers and expects to present potential buyers to the FTC for approval within a month. Multiple potential buyers will conduct due diligence under non-disclosure agreements over the next several weeks. Dollar Tree expects initial indications of interest in the near future, and will move to secure FTC approval and finalize divestiture agreements with the selected bidder as soon as practical.


Dollar General will require as many as 10 times the number of divestitures. 


In a letter to shareholders advocating the Dollar Tree acquistion, Family Dollar on Monday wrote: "The FTC staff informed Family Dollar and Dollar General on Jan. 10, 2015, that its most recent economic analysis of the Dollar General proposal indicates that 5,850 stores are presumptively problematic, including 2,965 Dollar General stores and 2,885 Family Dollar stores. After eliminating the duplication in the 5,850 figure where both a Family Dollar store and a nearby Dollar General store are on the list, we estimate based on experience with earlier iterations of the FTC staff’s store lists that the current count of stores that the FTC staff views as presumptively problematic is around 3,500 to 4,000 stores. This 3,500 to 4,000 range, while not final, is based on the most current and specific indication received from the FTC staff to date as to the number of divestitures that will ultimately be required by the FTC to permit the Dollar General proposal to be consummated."


A special meeting of Family Dollar shareholders to vote on the pending merger is scheduled for Jan. 22, 2015. Dollar Tree expects to complete the financing for the merger in February 2015.


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