Dollar Tree Says Divest As Many Stores As Required For Antitrust Approval

(RTTNews) - Dollar Tree Inc. (DLTR) announced Friday that the company and Family Dollar Stores Inc. (FDO) have amended their merger agreement to include a commitment by Dollar Tree to divest as many stores as necessary or advisable to obtain antitrust clearance for the previously announced cash and stock transaction. All other terms and conditions of the merger agreement remain the same as announced on July 28, 2014.

The two companies also announced that their expectations for a closing date for the transaction have accelerated to as early as the end of November 2014.

The two companies disclosed that they expect the Federal Trade Commission ("FTC") to issue a "second request" for additional information on September 8, 2014. The "second request" was expected and the companies are confident that regulatory approval will be obtained.

Bob Sasser, Dollar Tree's Chief Executive Officer, said, "Dollar Tree is committed to working hard to complete our acquisition of Family Dollar as quickly as possible. Our amended agreement is clearly superior to Dollar General's revised proposal based on antitrust risk, deal certainty and time value of money. Unlike Dollar General, we expect to be required to divest few, if any, stores because our business model is significantly different from Family Dollar's model."

As per the terms of the agreement announced on July 28, 2014, Family Dollar shareholders will receive $59.60 in cash and $14.90 equivalent in Dollar Tree shares for each common share of Family Dollar owned, subject to a collar. At closing, Family Dollar shareholders would own no less than 12.7% and no more than 15.1% of the outstanding common stock of Dollar Tree.

Earlier in the day, Family Dollar Stores announced that its Board has unanimously rejected the revised, non-binding proposal made by Dollar General Corp. (DG) on September 2, 2014, on the basis of antitrust regulatory considerations.