Dollar Tree 2014 Annual Report Download - page 30

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takeover attempt which would be in the best interest of our shareholders.
Risks related to the proposed Family Dollar merger and the business of the combined company
Completion of the proposed merger is subject to the satisfaction of numerous conditions, and the proposed merger may
not be completed on the proposed terms, within the expected timeframe, or at all.
Each of our and Family Dollar’s obligation to consummate the proposed merger remains subject to a number of
conditions, including, among others, the following, as further described in the merger agreement: (i) the expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(‘‘HSR Act’’), (ii) approval of the listing on the Nasdaq of our common stock to be issued in the merger, (iii) the absence of
an injunction prohibiting the merger, (iv) the accuracy of the representations and warranties of the other party under the
merger agreement (subject to the materiality standards set forth in the merger agreement), (v) the performance by the other
party of its respective obligations under the merger agreement in all material respects, (vi) delivery of officer certificates by
the other party certifying satisfaction of the two preceding conditions, and in the case of our obligations to complete the
merger, the absence of a material adverse effect (as described in the merger agreement) on Family Dollar since July 27, 2014.
There is no assurance that all of the conditions will be satisfied, or that the proposed merger will be completed on the
proposed terms, within the expected timeframe, or at all. Any delay in completing the proposed merger could cause us not to
realize some or all of the benefits that we expect to achieve if the merger is successfully completed within its expected
timeframe. Further, there can be no assurance that the conditions to the closing of the merger will be satisfied or waived or
that the merger will be completed. See the risk factor entitled “Failure to complete the merger could negatively impact our
stock price and future business and financial results,” below.
In order to complete the proposed merger, we and Family Dollar must make certain governmental filings and obtain
certain governmental authorizations, and if such filings and authorizations are not made or granted or are granted with
conditions, completion of the merger may be jeopardized or the anticipated benefits of the proposed merger could be
reduced.
Although we and Family Dollar have agreed in the merger agreement to use our reasonable best efforts, subject to certain
limitations, to make certain governmental filings and obtain the required expiration or termination of the waiting period under
the HSR Act, there can be no assurance that the waiting period under the HSR Act will expire or be terminated. As a condition
to granting termination of the waiting period under the HSR Act, governmental authorities may impose requirements,
limitations or costs or require divestitures or place restrictions on the conduct of our business after completion of the merger.
Under the terms of the merger agreement, subject to certain exceptions, we are required to accept certain conditions and take
certain actions imposed by governmental authorities that would apply to, or affect, our businesses, assets or properties or
those of Family Dollar and its subsidiaries. There can be no assurance that regulators will not impose conditions, terms,
obligations or restrictions (including requiring divestitures) and that such conditions, terms, obligations or restrictions
(including divestitures) will not have the effect of delaying completion of the merger or imposing additional material costs on
or materially limiting the revenues of the combined company following the merger, or otherwise adversely affecting our
business and results of operations after completion of the proposed merger. In addition, we can provide no assurance that
these conditions, terms, obligations or restrictions will not result in the delay or abandonment of the proposed merger. There
can also be no assurance that regulators will not seek to challenge the merger.
We and Family Dollar each submitted a filing under the HSR Act, on August 8, 2014, and each received a Second
Request from the FTC regarding the Acquisition on September 8, 2014. We and Family Dollar certified substantial
compliance with the Second Request on November 7, 2014, and October 21, 2014, respectively. The HSR Act waiting period
has been extended by a timing agreement among the parties and the FTC, and we and Family Dollar have agreed to provide
the FTC with four weeks’ notice prior to closing. We expect to initiate the 4-week notice period (which may be terminated
early by the FTC) after we execute a consent decree with the FTC.
As of March 10, 2015, the FTC has identified approximately 250 stores for divestiture, representing approximately $34
million of operating income. We expect the FTC to substantially complete its review of all remaining stores in the near future.
We continue to estimate that no more than roughly 300 stores will be required to be divested, although we can give no
assurance as to the exact number and it could be more or less than 300. In parallel, we have made good progress with
divestiture buyers and have received multiple indications of interest from buyers, each of whom intend to operate these divested
locations as dollar stores to address the FTC's concerns. We will work to secure FTC approval and finalize divestiture
agreements with the selected bidder(s) as soon as practical. We are working to close the proposed merger as early as April,
2015, but it is uncertain whether the FTC will approve the transaction by that date.
However, we believe that these provisions allow our Board of Directors to negotiate a higher price in the event of a