Press Release

Egan-Jones Proxy Services Comments on Mergers and Proxy Contests

Haverford, PA (September 18, 2014) -- Egan Jones Proxy Services commented today on current M&A activity and contested meetings. "During a period thick with mergers & acquisitions activity and contested meetings, the following examples are particularly worthy of note." said Kent Hughes, Managing Director.

Dollar Tree/Family Dollar Stores and Dollar General/Family Dollar Stores:

On September 10, Dollar General announced a conditional cash tender offer direct to Family Dollar shareholders, offering $80 per share to acquire all of the outstanding common stock of Family Dollar after having been unanimously spurned by Family Dollar’s board on grounds of antitrust regulatory concerns when on September 2 Dollar General made a cash offer to the company at the same price per share. In the meantime, on September 17, Family Dollar’s board recommended against the tender offer to shareholders and continues to declare its support for its existing agreement with Dollar Tree to merge for cash and stock valued at $78.50 per share, consisting of $59.60 in cash and $14.90 in Dollar Tree stock. On September 4, Dollar Tree and Family Dollar had amended this agreement, committing Dollar Tree to divest as many stores as necessary or advisable to obtain clearance by the FTC.

Darden Restaurants/Starboard Value:

In the run-up to its contested annual meeting scheduled for October 10 Darden is touting that its new slate of nominees for director, which includes four new nominees unaffiliated with either Darden or Starboard and four nominees to be proposed by Starboard, will amount to a re-constituted board, responding, it says, to shareholder feedback on the need for fresh perspectives. Electing its slate, Darden asserts, will avoid destabilizing the company and disrupting its search for a new CEO, in contrast to the complete turnover of the board sought by Starboard.

Chiquita Brands/Fyffes and Chiquita/Cutrale-Safra:

After postponing from September 17 to October 3 its special meeting to consider its proposed merger with Fyffes, and having been granted a waiver by Fyffes, Chiquita announced on September 10 that it had executed a confidentiality agreement with the Cutrale Group and the Safra Group permitting them to conduct due diligence. In the meantime, Chiquita continues to recommend the Fyffes transaction and announced on September 16 that it and Fyffes are in discussions with the European Commission regarding possible limited commitments with a view to obtaining clearance in its Phase I review process. This is said to automatically extend the review timetable to October 3, the very date to which Chiquita has deferred its special meeting.