Family Dollar Investor Sues to Block Dollar Tree Takeover

A Family Dollar Stores Inc. (FDO) shareholder contends that directors shortchanged investors in the discount chain by agreeing to an $8.5 billion takeover by rival Dollar Tree Inc. in a deal that discourages other bidders.

Dollar Tree’s $74.50-a-share cash-and-stock offer for the 8,000-store chain undervalues Matthews, North Carolina-based Family Dollar and directors failed to properly shop around for the highest price, Shiva Stein, a Family Dollar investor, said in a suit filed today in Delaware Chancery Court.

“The proposed transaction offers unfair and inadequate consideration that does not constitute a maximization of stockholder value,” Stein said. She’s seeking to block the deal or recover damages for herself and other investors if it goes through.

The suit may be the first shareholder challenge to the deal, which was prompted by billionaire investors Carl Icahn and Nelson Peltz, who acquired major stakes in Family Dollar. Peltz made an unsolicited bid for the chain in 2011 in an unsuccessful attempt to attract other suitors.

Bryn Winburn, a Family Dollar spokeswoman, didn’t immediately respond to phone calls seeking comment on Stein’s suit.

Family Dollar Chief Executive Officer Howard Levine agreed to sell the company his father founded after years of struggling to compete with other discount chains, including Dollar Tree, Wal-Mart Stores Inc. (WMT) and current dollar-store market leader, Dollar General Corp.

Deal Protections

Stein contended in the complaint that analysts have said Family Dollar shares are worth as much as $79 apiece and that Dollar Tree’s offer provides only $59.60 in cash along with stock to bring the final value of the bid to $74.50.

Family Dollar’s directors also wrongfully allowed Chesapeake, Virginia-based Dollar Tree (DG) to structure the deal in a way to discourage other bidders and put in place a $305 million termination fee, Stein said in her suit.

The new Dollar Tree, which plans to keep operating separate chains, would have more than 13,000 locations across the U.S. and Canada, with 145,000 employees. Dollar General and Wal-Mart each have about 11,000 stores.

The case is Stein v. Family Dollar Stores Inc., CA No 9985, Delaware Chancery Court (Wilmington).

To contact the reporter on this story: Jef Feeley in Wilmington, Delaware at jfeeley@bloomberg.net

To contact the editors responsible for this story: Michael Hytha at mhytha@bloomberg.net Andrew Dunn, Peter Blumberg

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