Glass Lewis Recommends Family Dollar Stockholders Vote For Deal With Dollar Tree

(RTTNews) - Family Dollar Stores Inc. (FDO) announced Wednesday that Glass Lewis & Co., a leading independent proxy voting and corporate governance advisory firm, recommended that Family Dollar stockholders vote "FOR" the merger with Dollar Tree, Inc. (DLTR) at Family Dollar's Special Meeting of Stockholders scheduled for January 22, 2015.

In its January 14, 2015, report, Glass Lewis stated: "[W]e believe approval of the merger with Dollar Tree is in the best interests of Family Dollar shareholders. Accordingly, we recommend that shareholders vote FOR this proposal using the WHITE proxy card."

"Overall, we agree with the board's determination that the merger with Dollar Tree delivers attractive value in the form of immediate upfront cash and upside participation in the combined company, as well as greater closing certainty. We also continue to believe, as we have from the beginning, that a merger with Dollar Tree is strategically and financially compelling."

On Monday, Family Dollar issued an open letter to its shareholders saying the Board of Directors unanimously recommended stockholders to vote 'FOR' the Dollar Tree merger at the January 22, 2015, special meeting as the merger will deliver substantial and certain value to its stockholders.

Family Dollar also then warned in the open letter that Dollar Tree was not willing to agree to any further adjournments of the special meeting after Family Dollar shareholders pushed back a vote on the deal for a second time to January 22. The postponement was meant to give another rival Dollar General Corp. (DG) time to try to convince Family Dollar to accept its all-cash offer of $80 per share or $9.1 billion.

Dollar Tree agreed to acquire Family Dollar Stores for $76 per share in a cash and stock deal valued $8.5 billion. However, Dollar General is also hotly pursuing Family Dollar, attempting to thwart Dollar Tree with a couple of offers that were rejected outright.

Dollar General's latest was a hostile $80 per share offer for Family Dollar. That tender offer was also rejected by Family Dollar, which continued to support the Dollar Tree deal. Dollar General also extended its tender offer to acquire all outstanding shares of Family Dollar for $80.00 per share until January 30.

Family Dollar has been resisting Dollar General's offers because of regulatory concerns over the amount of stores it would have to close to meet antitrust requirements. The FTC is currently reviewing both potential transactions.