Dollar General Sweetens Cash Bid For Family Dollar To $80/Shr - Quick Facts

(RTTNews) - Discount retailer Dollar General Corp. (DG) said it has sent an enhanced acquisition proposal to the board of Family Dollar Stores, Inc. (FDO). As per the terms of the revised proposal, Dollar General would increase its all-cash proposal for all outstanding shares of Family Dollar to $80.00 per share.

Also, Dollar General has increased the number of stores that it would be willing to agree to divest to 1,500 if ordered by the Federal Trade Commission or "FTC" and, as further evidence of its confidence in its ability to obtain antitrust approval, has agreed to pay a $500 million reverse break-up fee to Family Dollar regarding antitrust matters. All other terms and conditions of the proposal remain unchanged.

According to the revised acquisition proposal, Dollar General would agree to pay the Family Dollar shareholders $80.00 per share in cash for all outstanding shares, an amount that further increases the superior value of Dollar General's proposal and provides immediate liquidity for Family Dollar shareholders. Dollar General's revised proposal provides Family Dollar's shareholders with around $640 million of additional aggregate value over Dollar Tree's offer and represents a premium of 31.9 percent over the closing price of $60.66 for Family Dollar stock on the day prior to the Dollar Tree announcement.

Dollar General began its antitrust analysis well over a year ago and, since making its proposal on August 18, Dollar General has further refined its antitrust analysis with its counsel, Simpson Thacher & Bartlett LLP, and its economist, Compass Lexecon. This analysis has solidified Dollar General's confidence in its ability to complete the potential transaction on the terms initially proposed.

Further, Dollar General has engaged additional counsel, Boies, Schiller & Flexner LLP, to independently review its antitrust work. The independent review validated Dollar General's analysis that the proposed transaction can be completed on the terms previously proposed.