Under the terms of the revised proposal, Dollar General would increase its all-cash proposal for Family Dollar from $78.50 a share to $80.00, about $9.1 billion. Family Dollar had rejected the earlier offer on the basis of antitrust regulatory considerations.
It has also offered to divest up to 1,500 stores if required by the Federal Trade Commission (FTC) – up from its earlier proposal of 700. Dollar General has also agreed to pay a $500 million reverse break-up fee to Family Dollar in the event that the transaction is not completed for antitrust reasons.
“We are confident that our enhanced proposal sufficiently addresses any concerns that led Family Dollar’s board of directors to reject our prior proposal without any discussions between our companies,” said Chairman/CEO Rick Dreiling.
Dollar General has said that its offer would create a business with almost 20,000 stores in 46 states and sales of more than $28 billion. The company anticipates annual savings of $550 million to $600 million three years after the transaction closes.
The company’s revised proposal, he added, provides Family Dollar shareholders with “significantly increased value” over the existing $74.50 per share agreement with Dollar Tree.
“If the Family Dollar board fails to seize this opportunity to maximize value for its shareholders, we will consider taking our superior proposal directly to the Family Dollar shareholders,” Dreiling noted.