Regarding possible divestitures Dollar Tree said:
[T]he FTC is very focused on the discount retail sector (including how Family Dollar’s current pricing rules would impact store prices in a merger transaction) and has indicated that some divestitures will be required for the Pending Merger, which we believe will be no more than our original commitment in the July 27, 2014, Merger Agreement. … Given the relatively small number of divestitures our transaction implicates, Dollar Tree does not expect any such divestiture to have a material impact on its plans for the combined organization. Furthermore, we believe that we will be in a position to complete the financing for the Pending Merger in January 2015 and to complete the Pending Merger as early as February 2015.
The two companies have never revealed how many stores would have to be sold off, but in September Dollar Tree committed to divesting “as many stores as necessary or advisable to obtain antitrust clearance” for the deal. Dollar Tree had nearly 5,100 stores at the time of the July offer and Family Dollar had more than 8,200.
Dollar Tree also said on Friday that the FTC has expressed concerns about Family Dollar’s current pricing rules under which certain stores may increase prices if a Dollar Tree store is not nearby, about certain overlaps between Family Dollar and Dollar Tree’s multi-price Deals stores and certain areas where the two stores face limited competition.
Dollar Tree also took the occasion to slam the competing offer for Family Dollar by Dollar General Inc. (NYSE: DG), saying that Dollar Tree believes, based on what the FTC has said, that the regulators would require Dollar General to divest “far in excess” of the 1,500 stores Dollar General has said it would dump. Dollar Tree also enumerates other reasons that its bid is superior to Dollar General’s in every way but cash.
A Family Dollar shareholder vote on Dollar Tree’s offer is scheduled for December 23, but the two companies have agreed not to close the deal until January 30, 2015, unless the FTC completes its review and approves the deal sooner.
Dollar Tree’s shares were inactive in Friday’s premarket, having closed on Thursday at $69.27 in a 52-week range of $49.59 to $69.65. The high was posted on Thursday.
Family Dollar closed up about 0.3% on Thursday, at $79.68 in a 52-week range of $55.64 to $80.97. The stock was also inactive Friday morning.
Dollar General closed up 1.65% on Thursday, at $67.79 in a 52-week range of $53.00 to $68.92, a new 52-week high. Shares were inactive in Friday’s premarket.
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