GOODLETTSVILLE, TN—Dollar General Corp. said Wednesday it was taking its $9.1-billion cash tender offer to acquire rival Family Dollar Stores Inc. directly to FDO's shareholders. The hostile bid, which Goodlettsville, TN-based DG had threatened to make, came after FDO's board rejected its second acquisition offer at $80 per share, on grounds of antitrust concerns.

“In light of Family Dollar Board's unwillingness to engage with Dollar General with respect to a negotiated transaction and the Family Dollar Board's public statements with respect to Dollar General's prior proposals, Dollar General is making the offer directly to Family Dollar stockholders,” according to an SEC filing Wednesday. FDO has already agreed to a $74.50/share offer to merge with Chesapeake, VA-based Dollar Tree Inc., which was announced in July.

Rick Dreiling, DG's chairman and CEO, says his company's offer provides FDO shareholders with “significantly greater value than the existing agreement with Dollar Tree, as well as immediate and certain liquidity for their shares. By taking this step, we are providing all Family Dollar shareholders a voice in this process, and we urge them to tender into our offer.”

Additionally, Dreiling says, “we now can begin the antitrust review process and will have an opportunity to present our position directly to the FTC. As we previously have stated, we are confident in the results of our antitrust analysis, and we look forward to a constructive dialogue with the FTC.”

In response, FDO's board on Wednesday confirmed receiving DG's tender offer to shareholders, which the board calls identical to the one it rejected unanimously this past Friday. The board will file its recommendations with the SEC by Sept. 23, and urges FDO shareholders to take no action on the offer until then.

Last week, FDO's board said that although DG offered to divest as many as 1,500 locations in order to complete an FDO acquisition, that number may not be enough. “Far more than 1,500 Family Dollar stores are in zones where pricing is based solely on the presence of local Dollar General stores, and thousands more are in zones where pricing is based on both Dollar General and Wal-Mart stores nearby,” according to a statement. In all, some 6,000 Family Dollar locations are within three miles of a Dollar General store.