Dollar General to Launch Tender Offer for Family Dollar Shares Wednesday -- 2nd Update

By Paul Ziobro 

Dollar General Corp. is taking its $9.1 billion offer to buy Family Dollar Stores Inc. directly to its rival's shareholders, in an attempt to pull off a hostile takeover after its offer was rejected by its target's board.

Dollar General, which formally announced the move Wednesday morning, will tender to buy the company's shares for $80 apiece in cash.

The move is aimed at persuading investors to turn down Family Dollar's existing agreement to be bought by Dollar Tree Inc. for $8.5 billion--an agreement Family Dollar's board continues to support.

"Our offer provides Family Dollar shareholders with significantly greater value than the existing agreement with Dollar Tree," said Rick Dreiling, Chairman and Chief Executive Officer of Dollar General. "By taking this step, we are providing all Family Dollar shareholders a voice in this process, and we urge them to tender into our offer."

Family Dollar and Dollar Tree couldn't be reached for comment.

Dollar General's maneuver is not without its risks--because it is offering to take over the company without having had access to its confidential financial information. Launching the tender offer will, however, allow Dollar General to start antitrust discussions with the Federal Trade Commission, where it can determine how high a hurdle it would have to clear to get a deal through, a person familiar with the matter said.

Dollar General has said it would sell up to 1,500 stores following a merger, although it believes it would have to divest far fewer than that.

Family Dollar has said antitrust concerns are at the heart of its decision to reject Dollar General's proposed merger. The two chains run very similar businesses--selling a variety of consumable and household products at a range of prices. Dollar Tree, by contrast, sells everything at a dollar.

Family Dollar has said it has produced a mountain of evidence for the FTC showing that Dollar General is a significant rival and a factor in determining its prices. Among the findings: that prices at far more than 1,500 Family Dollar stores are set solely on whether a Dollar General store is nearby.

Both deals are aimed at consolidating the market for serving low-income shoppers and building a stronger competitor to rivals like Wal-Mart Stores Inc.

Dollar Tree said Friday that it would be willing to divest as many stores as possible--or sensible--to get its deal done, and the companies amended their merger agreement to reflect that commitment. They said their deal could close by the end of November.

Dollar General has been reluctant to include a similar provision in its offer.

The chain and some antitrust attorneys have said the regulatory concerns are overblown given the level of competition in retail and recent approvals of mergers in the industry.

Write to Paul Ziobro at [e-mail]

Subscribe to WSJ: http://online.wsj.com?mod=djnwires