Dollar General Corporation Recommends Shareholders Reject, and Do Not Tender Shares in, "Mini-Tender" Offer by TRC Capital Investment Corporation

Rhea-AI Summary

Dollar General (NYSE: DG) has advised shareholders against accepting an unsolicited 'mini-tender' offer from TRC Capital Investment TRC Capital is attempting to purchase up to 1,500,000 shares of Dollar General's common stock, less than 1% of the outstanding shares, at $82.20 per share. This offer price is approximately 4.43% lower than the closing price on September 20, 2024.

Dollar General recommends shareholders not tender their shares due to the below-market price and various conditions attached to the offer. The company emphasizes it is not affiliated with TRC Capital or this offer. Dollar General also highlights the SEC's cautionary guidance on mini-tender offers, which often avoid many disclosure and procedural requirements designed to protect shareholders.

Insights

Legal Expert

This mini-tender offer by TRC Capital Investment raises several red flags. The offer price is 4.43% below market value, which is unusual and potentially predatory. Mini-tender offers for less than 5% of shares allow the offeror to bypass important SEC disclosure requirements, reducing transparency for shareholders.

Dollar General's recommendation against tendering shares is prudent. The company's proactive approach in warning shareholders, providing SEC guidance links and requesting broker-dealer vigilance demonstrates good corporate governance. This situation highlights the importance of investor education about mini-tender offers and their potential risks.

Shareholders should exercise caution and seek current market quotations before considering any action. The ability to withdraw tendered shares until the offer's expiration provides some protection, but vigilance is key. This event, while not directly impacting Dollar General's operations, could affect short-term stock price volatility due to potential market confusion.

Financial Analyst

While this mini-tender offer doesn't significantly impact Dollar General's financial position, it warrants attention from investors. The offer for 1,500,000 shares, less than 1% of outstanding stock, at $82.20 per share is notably below market value. This could be seen as an attempt to capitalize on less-informed investors or create artificial downward pressure on the stock price.

Dollar General's market cap of $18.49 billion suggests the company is well-established, making this offer seem opportunistic rather than strategic. The company's extensive network of 20,345 stores across various formats indicates a strong market presence, which contrasts with the nature of this unsolicited offer.

Investors should view this event in the context of Dollar General's overall financial health and market position. While not directly impacting fundamentals, it could create short-term volatility or negative sentiment if not properly understood by the market.

GOODLETTSVILLE, Tenn.--(BUSINESS WIRE)-- Dollar General Corporation (NYSE: DG) (“Dollar General”) today announced that TRC Capital Investment Corporation (“TRC Capital”) has provided notice that it has commenced an unsolicited “mini-tender” offer to purchase up to 1,500,000 shares of Dollar General’s common stock, representing less than 1% of Dollar General’s outstanding common stock, at an offer price of $82.20 per share in cash. TRC Capital’s offer price of $82.20 per share is approximately 4.43% lower than the closing price of Dollar General common stock on the New York Stock Exchange on September 20, 2024, the last trading day prior to the date of the offer (September 23, 2024).

Dollar General does not endorse TRC Capital’s unsolicited mini-tender offer and recommends that shareholders do not tender their shares pursuant to such offer because it is at a price below the current market price for Dollar General common stock and is subject to several conditions. According to TRC Capital’s offer documents, any shareholders who tender (or have already tendered) their shares may withdraw them by following the procedures outlined in the offer documents prior to the offer’s expiration, which is currently scheduled to occur at 11:59 pm, New York City time, on October 23, 2024. TRC Capital may extend the offering period at its discretion.

Dollar General is not affiliated or associated in any way with TRC Capital, its mini-tender offer, or its mini-tender offer documents. Consistent with the cautionary guidance from the U.S. Securities and Exchange Commission (“SEC”) referenced below, investors should obtain a current market quotation for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital's offer, including monitoring for any amendment of the offer by TRC Capital.

Mini-tender offers, such as TRC Capital’s, seek to acquire less than five percent of a company’s outstanding common stock, thereby avoiding many disclosure and procedural requirements of SEC rules intended for the protection of shareholders, which would apply to larger, traditional tender offers. The SEC’s cautionary guidance to investors regarding mini-tenders is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.

TRC Capital has made many similar unsolicited mini-tender offers for shares of other public companies at below market prices. Dollar General encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

Dollar General requests that a copy of this press release be included with all distributions of materials relating to TRC Capital's mini-tender offer related to Dollar General’s common stock.

About Dollar General Corporation

Dollar General Corporation (NYSE: DG) is proud to serve as America’s neighborhood general store. Founded in 1939, Dollar General lives its mission of Serving Others every day by providing access to affordable products and services for its customers, career opportunities for its employees, and literacy and education support for its hometown communities. As of August 2, 2024, the Company’s 20,345 Dollar General, DG Market, DGX and pOpshelf stores across the United States and Mi Súper Dollar General stores in Mexico provide everyday essentials including food, health and wellness products, cleaning and laundry supplies, self-care and beauty items, and seasonal décor from our high-quality private brands alongside many of the world’s most trusted brands such as Coca Cola, PepsiCo/Frito-Lay, General Mills, Hershey, J.M. Smucker, Kraft, Mars, Nestlé, Procter & Gamble and Unilever.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240925373458/en/

Investor Contact:

investorrelations@dollargeneral.com

Media Contact:

dgpr@dollargeneral.com

Source: Dollar General Corporation

FAQ

What is the 'mini-tender' offer for Dollar General (DG) stock?

TRC Capital Investment has made an unsolicited 'mini-tender' offer to purchase up to 1,500,000 shares of Dollar General (DG) common stock at $82.20 per share, which is about 4.43% below the market price as of September 20, 2024.

Does Dollar General (DG) recommend accepting the TRC Capital 'mini-tender' offer?

No, Dollar General (DG) does not recommend accepting the offer. The company advises shareholders not to tender their shares due to the below-market price and various conditions attached to the offer.

When does TRC Capital's 'mini-tender' offer for Dollar General (DG) expire?

The offer is currently scheduled to expire at 11:59 pm, New York City time, on October 23, 2024. However, TRC Capital may extend the offering period at its discretion.

How many Dollar General (DG) stores were there as of August 2, 2024?

As of August 2, 2024, Dollar General had 20,345 stores across various formats including Dollar General, DG Market, DGX, and pOpshelf in the United States, as well as Mi Súper Dollar General stores in Mexico.