With regards its proposal to acquire Family Dollar Stores, retailer Dollar General has concluded that the additional step of certifying substantial compliance with the FTC's request for further information and documentary material is necessary.
To that end, Dollar General said, it has been, and continues to be, concurrently working toward certifying substantial compliance, which Dollar General currently targets to complete by February 10, 2015.
Dollar General has chosen not to be constrained by a timing agreement with the FTC and in the absence of such an agreement, the FTC will have 30 days from the date on which Dollar General certifies substantial compliance with the second request, to determine either to allow the transaction to close or sue to enjoin the transaction.
Although Dollar General believes that this matter is one that should be amenable to resolution by consent agreement with the FTC, it is prepared to defend litigation if necessary.
“In its review of the proposed Dollar General and Family Dollar transaction, the FTC has departed from the approach used to analyse retail mergers over recent years and has instead relied heavily on an untested theoretical model for predicting circumstances in which pricing will increase,” the retailer informed.
It added, “The use of this model as a predictor of the likelihood of price increases is controversial, and the model is highly sensitive to adjustments in its assumptions and specifications.”
Dollar General is of the opinion that if given the opportunity to complete the FTC review process, including substantial compliance and potential litigation, the number of required store divestitures should not exceed the 1,500 store divestitures offered by Dollar General, particularly if Family Dollar becomes an ally in Dollar General's discussions with the FTC.
Dollar General has said that Family Dollar shareholders should tender their shares into Dollar General's offer before it expires and vote the GOLD proxy card in order to vote against the merger agreement with Dollar Tree.
According to the retailer, by tendering their shares into Dollar General's tender offer and by voting the GOLD proxy card, Family Dollar shareholders will be sending a clear message to the Family Dollar Board to promptly engage in discussions with Dollar General.
“A vote against the merger agreement with Dollar Tree will not obligate Family Dollar shareholders to tender their shares in the Dollar General tender offer. However, anyone desiring to participate in the Dollar General tender offer must tender their shares pursuant to the tender offer,” it explained. (AR)
