Family Dollar said that in the Thursday morning special meeting of stockholders, 74% of the total outstanding shares and 89% of the total shares voted for the proposed merger with Dollar Tree, based on a preliminary count.
“We are pleased with the outcome of today’s vote, and I want to thank Family Dollar stockholders for their support throughout this process,” Family Dollar chairman and chief executive officer Howard Levine said in a statement. “The Family Dollar board of directors and management team have worked diligently to advance the best interests of all of the company’s stockholders, and we are grateful for the support we received for the merger proposal.
“We look forward to completing the transaction with Dollar Tree and remain excited about the opportunity that this combination will create for our stockholders, Team Members, customers and other stakeholders,” Levine added.
Upon news of Family Dollar shareholders voting in support of merging with Dollar Tree, Dollar General Corp. ceased its pursuit of Family Dollar, which had begun with a hostile bid last September.
Dollar General also announced Thursday that chairman and CEO Rick Dreiling would stay on longer at the helm of the company. The company said Dreiling will remain in those positions through Jan. 29, 2016, or earlier if a successor is appointed. Last June, the retailer reported that Dreiling planned to retire on May 30, 2015, or upon the appointment of a successor.
“Dollar General is an extraordinary company with a promising future,” Dreiling stated. “I am excited to remain with the company for another great year as we look to capitalize on the numerous opportunities ahead of us. We have been and remain focused on Dollar General’s core business, and we are confident that Dollar General is well-positioned for sustainable growth and shareholder value creation going forward. As always, we will continue to look for ways to provide our customers with the everyday low prices that they count on from Dollar General.”
Dreiling also expressed disappointment that Family Dollar shareholders voted for the merger with Dollar Tree.
“Today’s vote is a loss not only for Family Dollar shareholders, but also for consumers across the country who will not have the opportunity to benefit from the cost savings and efficiencies that we believe would have been created by a merger between Dollar General and Family Dollar,” Dreiling commented. “As we have said throughout this process, the scale of this combination would have provided better value and greater selection to customers of both Dollar General and Family Dollar. Despite our best efforts over the past few months, Family Dollar’s lack of engagement and a contracted transaction timeline ultimately prevented us from completing this transaction.”
Family Dollar noted that the proposed merger with Dollar Tree remains subject to approval by the Federal Trade Commission.
Dollar Tree and Family Dollar have said they would provide the FTC with four weeks’ notice before closing. Dollar Tree expects to initiate the notice period — which may be terminated early by the FTC — after it has executed a consent decree with the FTC’s Bureau of Competition, which would allow FTC clearance and the closing of the merger as soon as March 2015.
With the addition of Family Dollar, Dollar Tree will operate more than 13,000 dollar stores in 48 states and five Canadian provinces and have annual sales exceeding $18 billion. The rapid growth of dollar store retailers in recent years has put them increasingly in competition with chain drug stores, supermarkets and larger discount store operators.
“Today’s vote of approval by Family Dollar shareholders represents a crucial step toward combining Dollar Tree, North America’s leading fixed-price point discount retailer, with Family Dollar, a leading multi-price point retailer with a 50-plus year history of serving low and middle income customers,” Dollar Tree CEO Bob Sasser said in a statement.
“This merger enhances our geographic footprint and diversifies our business model,” Sasser pointed out. “We intend to operate and grow both banners. At Dollar Tree stores, everything is $1 while Family Dollar stores will continue to serve low- to middle-income customers with name-brand consumables, home basics, variety and seasonal products at discount store prices. By utilizing the $1 fixed-price point in Dollar Tree and multi-price points at Family Dollar, we will deliver even greater value and choice to a broader range of consumers.
“We are eager to welcome Family Dollar associates to the Dollar Tree team,” he added. “We appreciate the dedication and hard work of Family Dollar’s associates throughout the integration planning process and we look forward to working together to further grow and improve the Family Dollar brand.”
Dollar Tree reported that, by the end of January, it expects to reach a preliminary agreement with the FTC on the list of stores to be divested. The retailer said it then plans to finalize divestiture agreements with the selected buyer or buyers and execute the consent order with the FTC Bureau of Competition.
The contest for Family Dollar began last summer. Dollar General announced its initial bid to acquire Family Dollar on Aug. 18, offering to pay Family Dollar shareholders $78.50 per share, for a total deal value of $8.95 billion. Citing anticompetitive concerns, Family Dollar rejected Dollar General’s offer a few days later.
Then on Sept. 2, Dollar General increased its bid to $80 per share, or $9.1 billion, and indicated that it would consider going directly to Family Dollar shareholders with the proposal. Yet just days later, Family Dollar rejected the enhanced offer, again citing antitrust concerns. Family Dollar also reaffirmed its aim to proceed with the cash-and-stock deal it struck in late July with Dollar Tree Inc. Under that agreement, Dollar Tree would acquire Family Dollar for $8.5 billion, or $74.50 per share.