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

Business Wire 25-Sep-2024 4:40 PM

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.

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