In a December 9, 2014 article, Law360 interviewed Venable counsel Robert Davis on the lingering questions around the antitrust review of Dollar Tree's planned merger with Family Dollar. Earlier this year, Family Dollar accepted an $8.5 billion bid from Dollar Tree while twice rejecting higher bids from Dollar General over antitrust concerns. In response, Dollar General opted into a comprehensive antitrust review claiming it is the better deal. The Federal Trade Commission (FTC) is reviewing both proposals.
"The competing bid and the fact that the Dollar General offer looks better but for the competition analysis problem has put a spotlight on the antitrust analysis which wouldn't normally have been there," said Davis. "Everybody's holding their breath waiting for the FTC." Slowing the FTC's review is an examination of pricing and geographic data. "What both bidders are facing is that the complex analysis of their respective deals is time-consuming and a little bit complicated," Davis added.
Parties on all sides have waged a public battle for support citing their own analysis of what will be the best deal, however this is not likely to impact the FTC's final decision. "These qualitative statements, which sometimes agencies have to rely on, may not be quite as important as the data in this case," said Davis. "The agency's economists are going to be able to analyze the transaction based on the data and that cuts through a lot of the qualitative statements that the parties are making — or it can."
"The competing bid and the fact that the Dollar General offer looks better but for the competition analysis problem has put a spotlight on the antitrust analysis which wouldn't normally have been there," said Davis. "Everybody's holding their breath waiting for the FTC." Slowing the FTC's review is an examination of pricing and geographic data. "What both bidders are facing is that the complex analysis of their respective deals is time-consuming and a little bit complicated," Davis added.
Parties on all sides have waged a public battle for support citing their own analysis of what will be the best deal, however this is not likely to impact the FTC's final decision. "These qualitative statements, which sometimes agencies have to rely on, may not be quite as important as the data in this case," said Davis. "The agency's economists are going to be able to analyze the transaction based on the data and that cuts through a lot of the qualitative statements that the parties are making — or it can."