Dollar General sweetens bid to buy Family Dollar

September 2, 2014, 11:45 AM UTC

Dollar General boosted its bid for Family Dollar to an all-cash offer of $80 per share, and also promised to divest more stores in a bid to ease antitrust concerns that the takeover target raised when it rejected an initial offer last month.

The new offer from Dollar General (DG) is up from the initial bid of $78.50 and above the $74.50 cash-and-stock offer by another discount retailer, Dollar Tree (DLTR). Family Dollar (FDO) agreed to the $8.5 billion offer from Dollar Tree in July, and rejected Dollar General’s advances, citing antitrust concerns. Family Dollar, in a separate statement, said it would review and consider the revised proposal but that its board has not changed its recommendation in support of the merger with Dollar Tree.

Dollar General has sought to appease the antitrust concerns by now promising to divest 1,500 stores if ordered by Federal Trade Commission. To further signal its confidence it can obtain antitrust approval, is now promising to pay a $500 million reverse break-up fee to Family Dollar related to antitrust concerns. Previously, Dollar General had said it would divest up to 700 stores.

The statement by Dollar General also indicates the retailer is mulling more direct action, saying if the new offer is rejected, it would consider “taking our superior proposal directly to the Family Dollar shareholders.”

Dollar General is the largest of the three discount-focused retailers, but some have questions when antitrust worries would be a concern if Family Dollar were to be acquired by that chain. Discount retailers have a lot of rivals in the retail space today, including Wal-Mart Stores (WMT), drugstore chains, grocery stores and online retailers.

Family Dollar is currently steered by CEO Howard Levine, the son of founder Leon Levine. Dollar Tree’s bid would allow Howard Levine to remain at the merged retailer and take a seat on that company’s board. Dollar General has made no public promises about Howard Levine’s role if their offer were to prevail. Dollar General has complained he is motivated by self interest and isn’t focused on what’s best for shareholders.

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