Is family pride behind a dollar store’s rebuffed takeover bid?
Family Dollar, the chain of discount stores CEO Howard Levine’s father built, is up for sale, and some are wondering if he’s slapping a premium on his future role at the discount-retail chain.
Levine’s Family Dollar (FDO) agreed to a $8.5 billion offer from Dollar Tree (DLTR) last month — a bid that would allow Levine to remain at the merged retailer and take a seat on that company’s board. That deal was backed by the company’s largest shareholder Trian Fund Management LP.
But rival Dollar General (DG) swooped in earlier this month and offered more money for Family Dollar ($9.7 billion, to be exact). The higher offer for Family Dollar looks best for investors, but it was officially rejected on Thursday morning due to concerns about antitrust issues.
Dollar General — which made no public promises about Levine’s role if their offer were to prevail — has complained that Levine is motivated by self-interest and isn’t focused on what’s best for shareholders.
Levine, who wasn’t available to comment on this story, has served as CEO of Family Dollar since 1998 and as chairman since 2003. He is the second Levine to steer the company, which was founded in 1959 by his father Leon. And the board that he sits on is stocked with long-serving members, with all but one of the 11 board members serving for at least five years. Trian Fund Management partner Edward Garden is the newest member, and he’s been on the board since 2011.
One activist in particular is speculating Levine’s personal stake in Family Dollar may have played a part in his decision to favor a sale to Dollar Tree.
“How far will crony Boards go (and get away with it legally) to protect the CEO at the expense of the shareholders?” wrote activist investor Carl Icahn in a blog post this week. Icahn is often a public critic of Levine. He has a 3.6% stake in Family Dollar and has advised it to consider a deal with Dollar General.
Dollar General has echoed Icahn this week by questioning Levine’s motivation in its merger talks with the company, saying a regulatory filing detailing talks with Dollar Tree failed to mention Levine’s “desire to be chief executive of the combined companies.”
“We have presented you with a superior proposal for your shareholders (although perhaps not for Mr. Levine personally),” Dollar General said on Wednesday. Icahn and Dollar General are also both upset about a $305 million break-up fee that Dollar General has included in its offer, given that Family Dollar had already agreed to a merger with Dollar Tree.
Some observers have questioned the claim, made by Family Dollar, that there would be heightened antitrust scrutiny of a potential combination with Dollar General. Both Dollar Tree and Dollar General have detailed plans to divest stores in any merger, and the discount chains have a lot of rivals in the retail space today, including Wal-Mart Stores (WMT), drugstore chains, grocery stores and online retailers.
Dollar General’s offer is all cash, compared to Dollar Tree’s cash-and-stock bid. S&P Capital IQ equity analyst Efraim Levy said while the Dollar General bid appears higher, some could see value in a stock deal that would allow investors to earn more gains if the combined Dollar Tree-Family Dollar stock were to perform well.
“There’s still room for Dollar General to raise its price,” Levy said. “I don’t think we’ve seen the end of it yet.”