Icahn Urges Family Dollar to Sell Itself

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Carl Icahn, the billionaire activist investor.Credit Brendan McDermid/Reuters

Updated, 6:38 p.m. | The activist investor Carl C. Icahn has turned up the heat on Family Dollar Stores, the discount retailer in which he holds a 9.39 percent stake.

In a letter to Howard R. Levine, Family Dollar’s chief executive, Mr. Icahn urged the company to put itself up for sale “immediately,” and he demanded that three of his representatives be added to Family Dollar’s board. If the company does not cooperate, Mr. Icahn said, he plans to go directly to shareholders with an effort to throw out the entire board.

Shares of Family Dollar rose 2.7 percent in after-hours trading.

The letter was the first public indication of Mr. Icahn’s plans for his new investment in Family Dollar, which he disclosed earlier this month. The billionaire has a long record of aggressively lobbying corporate boards and management, most recently at Apple, eBay and Dell.

His strategy with Family Dollar appears to be pulled straight from that playbook.

“We believe there would be significant interest from strategic and financial buyers who could recognize massive synergies from an acquisition of the company,” Mr. Icahn said in the letter. “And it is clear that now is a perfect time to sell, given the advantageous stock market and interest rate environment.”

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A Family Dollar store in Arvada, Colo.Credit Rick Wilking/Reuters

Family Dollar has fortified its defenses. The company adopted a one-year shareholder rights plan, also known as a poison pill, after Mr. Icahn disclosed his stake.

Family Dollar said in a statement that members of its board and management had “recently met with Mr. Icahn, and, as we expressed in the meeting, we are always open to constructively communicating with our shareholders with the shared goal of enhancing value.”

The company added that, during a review of its business, it would “continue to take immediate, strategic actions as appropriate to improve our performance. We are confident that these steps will position Family Dollar to deliver stronger returns for our shareholders.”

But Mr. Icahn indicated that Mr. Levine, the chief executive, resisted his ideas during a dinner on Wednesday.

“Although we appreciated the cordial nature of our discussion at last night’s dinner, it was apparent that we have a strong difference of opinion as to the future of our company,” the investor said.

Mr. Icahn pointedly noted the company’s disappointing financial results, saying its stock had lagged that of rivals. He said that “consolidation” in the company’s industry was “inevitable” and that “the company has been in limbo for far too long.”

To kick off a sale process, Mr. Icahn said he wanted his three board candidates to join a committee to search for interested buyers. He told Mr. Levine that his first choice would be to achieve this “in a friendly and collaborative manner with you.”

But he added: “If we cannot achieve this collaboratively, we intend to take this matter directly to shareholders by commencing a written consent solicitation within the next few weeks to remove all of the members of Family Dollar’s board of directors and replace them with individuals that will have a shareholder mandate to sell the company.”

This is not the first time a Wall Street investor has tried to persuade Family Dollar to pursue a deal. In 2011, Nelson Peltz, another prominent investor, made a bid for the company after amassing a 7.9 percent stake. But Family Dollar resisted, and Mr. Peltz eventually abandoned the effort when the company agreed to name his partner to its board.

Mr. Icahn apparently thinks his luck will be better.