Attached files
| file | filename |
|---|---|
| EX-2.1 - EX-2.1 - FAMILY DOLLAR STORES INC | d766116dex21.htm |
| EX-99.6 - EX-99.6 - FAMILY DOLLAR STORES INC | d766116dex996.htm |
| EX-99.2 - EX-99.2 - FAMILY DOLLAR STORES INC | d766116dex992.htm |
| EX-4.1 - EX-4.1 - FAMILY DOLLAR STORES INC | d766116dex41.htm |
| EX-99.4 - EX-99.4 - FAMILY DOLLAR STORES INC | d766116dex994.htm |
| EX-99.1 - EX-99.1 - FAMILY DOLLAR STORES INC | d766116dex991.htm |
| EX-99.7 - EX-99.7 - FAMILY DOLLAR STORES INC | d766116dex997.htm |
| EX-99.5 - EX-99.5 - FAMILY DOLLAR STORES INC | d766116dex995.htm |
| 8-K - FORM 8-K - FAMILY DOLLAR STORES INC | d766116d8k.htm |
 Business
Update July 28, 2014
1
Exhibit 99.3 |
 Additional Information
2
This communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended. In connection with the proposed merger between
Dollar Tree and Family Dollar, Dollar Tree will file with the Securities and Exchange
Commission (SEC) a registration statement on Form S-4 that will include a proxy
statement of Family Dollar that also constitutes a prospectus of Family Dollar. After the registration statement has been
declared effective by the SEC, the definitive proxy statement/prospectus will be delivered to
shareholders of Family Dollar. INVESTORS AND SECURITY HOLDERS OF FAMILY DOLLAR ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE MERGER THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER. Investors and security holders will be able to obtain free
copies of the registration statement and the definitive proxy statement/prospectus
(when available) and other documents filed with the SEC by Dollar Tree and Family Dollar
through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Dollar Tree will be available free of charge on Dollar Tree’s internet website at www.DollarTree.com under the heading “Investor Relations” and then under the heading “Download Library” or by contacting Dollar
Tree’s Investor Relations Department at 757-321-5284. Copies of the documents
filed with the SEC by Family Dollar will be available free of charge on Family
Dollar’s internet website at www.FamilyDollar.com under the heading “Investor Relations” and then under the heading “SEC
Filings” or by contacting Family Dollar’s Investor Relations Department at
704-708-2858. Participants in the Solicitation
Dollar Tree, Family Dollar, and their respective directors, executive officers and certain
other members of management and employees may be deemed to be participants in the
solicitation of proxies from the holders of Family Dollar common stock in respect of the proposed transaction.
Information regarding the persons who may, under the rules of the SEC, be considered
participants in the solicitation of proxies in favor of the proposed merger will be set
forth in the proxy statement/prospectus when it is filed with the SEC. You can find information about Dollar Tree’s
and Family Dollar’s directors and executive officers in their respective definitive proxy
statements filed with the SEC on May 12, 2014 and December 6, 2013, respectively. You
can obtain free copies of these documents from Dollar Tree or Family Dollar using the contact information
above.
Important
Information
for
Investors
and
Shareholders |
 3
Certain statements contained herein are “forward-looking statements” that are
subject to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements and information about our current and future prospects and our operations and financial results are
based on currently available information. Various risks, uncertainties and other factors could
cause actual future results and financial performance to vary significantly from those
anticipated in such statements. The forward looking statements include assumptions about our operations, such as cost controls and
market conditions, and certain plans, activities or events which we expect will or may occur
in the future and relate to, among other things, the business combination transaction
involving Dollar Tree and Family Dollar, the financing of the proposed transaction, the benefits, results, effects and timing of the
proposed transaction, future financial and operating results, and the combined company’s
plans, objectives, expectations (financial or otherwise) and intentions.
Risks and uncertainties related to the proposed merger include, among others: the risk that
Family Dollar’s stockholders do not approve the merger; the risk that regulatory
approvals required for the merger are not obtained on the proposed terms and schedule or are obtained subject to conditions that are not
anticipated; the risk that the financing required to fund the transaction is not obtained; the
risk that the other conditions to the closing of the merger are not satisfied;
potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of
the merger; uncertainties as to the timing of the merger; competitive responses to the
proposed merger; response by activist shareholders to the merger; costs and
difficulties related to the integration of Family Dollar’s business and operations with Dollar Tree’s business and operations; the inability to obtain, or
delays in obtaining, the cost savings and synergies contemplated by the merger; uncertainty of
the expected financial performance of the combined company following completion of the
proposed transaction; the calculations of, and factors that may impact the calculations of, the acquisition price in connection with
the proposed transaction and the allocation of such acquisition price to the net assets
acquired in accordance with applicable accounting rules and methodologies; unexpected
costs, charges or expenses resulting from the merger; litigation relating to the merger; the outcome of pending or potential
litigation or governmental investigations; the inability to retain key personnel; and any
changes in general economic and/or industry specific conditions. Consequently, all of
the forward-looking statements made by Dollar Tree or Family Dollar, in this and in other documents or statements are qualified by
factors, risks and uncertainties, including, but not limited to, those set forth under the
headings titled “Cautionary Statement Regarding Forward-Looking
Statements” and “Risk Factors” in Dollar Tree’s Annual Report on Form
10-K for the fiscal year ended February 1, 2014, Family Dollar’s Annual Report on Form
10-K for the fiscal year ended August 31, 2013, Dollar Tree’s Quarterly Report on
Form 10-Q for the quarter ended May 3, 2014, Family Dollar’s Quarterly Report
on Form 10-Q for the quarter ended May 31, 2014, and other reports filed by Dollar Tree and Family Dollar with the SEC, which are available at the
SEC’s website http://www.sec.gov.
Please read our “Risk Factors” and other cautionary statements contained in these
filings. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. Dollar Tree and Family Dollar, undertake no obligation to update or revise any forward-
looking statements, even if experience or future changes make it clear that projected results
expressed or implied in such statements will not be realized, except as may be required
by law. As a result of these risks and others, actual results could vary significantly from those anticipated herein, and our financial
condition and results of operations could be materially adversely affected.
Safe Harbor
|
 •
Key facts:
–
Fortune 500 company with over $7 billion in sales
–
5,000+ stores in the U.S. and Canada
–
More than 87,000 associates
–
Fixed $1 price point
–
Strong focus on providing customers with great
quality merchandise
4 |
 Compelling
Strategic Rationale •
Discount retail leadership and increased geographic
footprint
•
Diversified business model with fixed and multi-price
points
•
Targeting a broader range of customers and
geographies
•
Complementary merchandise expertise
•
Significant synergy opportunities
•
Enhanced financial performance with improved
growth prospects
5 |
 What will we
look like? •
Leading retailer with more than 13,000 stores in 48
states with sales over $18 billion and 145,000
employees
•
Multi-brand operator
–
Dollar Tree
–
Deals
–
Dollar Tree Canada
–
Family Dollar
6 |
 What’s
Next? •
The transition process will likely take several months
•
Transition teams will work on plans for integration
•
Until the transaction is complete, which is expected
to occur by early 2015, Family Dollar will continue to
operate as an independent company
•
Continue providing customers with great customer
service
7 |
 Your Role
•
Focus on what you can control
–
Support our stores
–
Deliver for our customer
–
Execute your responsibilities
–
Continue to control expenses
–
Work with the transition team as needed
•
Forward any inquiries from media, investors or other
interested
parties
to
Kiley
Rawlins,
VP
–
Investor
Relations and Communications
8 |
 Questions?
9 |