Antitrust Law Daily Wrap Up, ACQUISITIONS & MERGERS NEWS: Family Dollar delays vote on Dollar Tree merger to January 22, (Dec 29, 2014)
Organizations Mentioned:Dollar General | Dollar General Corp. | Dollar Tree Stores, Inc. | Dollar Tree, Inc. | Family Dollar Stores, Inc.
By Linda O’Brien, J.D., LL.M.
National discount retailer Family Dollar Stores, Inc. adjourned its December 23 special meeting, at which shareholders were scheduled to vote on the merger with Dollar Tree, Inc., until January 22, 2015. The meeting was adjourned because there were insufficient votes to adopt the merger agreement, according to a company announcement.
Dollar Tree, Inc. announced plans to acquire Family Dollar in July. The combination would create a discount powerhouse with over 13,000 stores in 48 states and five Canadian Provinces. Competitor Dollar General Corp., which currently has more than 11,500 stores in 40 states, made public a proposal to acquire Family Dollar and its 8,100 stores across 46 states on August 18. On August 21, Family Dollar’s Board of Directors unanimously reaffirmed its support for a pending merger with Dollar Tree, Inc.
On September 2, Family Dollar’s Board of Directors unanimously rejected the revised, non-binding proposal made by Dollar General Corporation on the basis of antitrust regulatory considerations. The Board’s unanimous determination to reject Dollar General’s revised proposal and to accept Dollar Tree’s commitment to divest as many stores as required for antitrust approval followed the unanimous recommendation of a committee of four non-management independent directors that has been overseeing the Company’s consideration and exploration of strategic alternatives since January 2014.
According to a November 19 statement, Dollar Tree was in discussions with the FTC concerning the extent of divestitures that the Commission was seeking in connection with the Dollar Tree-Family Dollar merger. The parties expected to provide Family Dollar shareholders with an update regarding the status of the FTC review by the end of the first week of December. The special meeting was then rescheduled to December 23 to provide Family Dollar shareholders with sufficient time to review the additional disclosure in advance of the meeting.
Companies: Family Dollar Stores, Inc.; Dollar General Corp.; Dollar Tree, Inc.
News: AcquisitionsMergers Antitrust