TORONTO, Dec. 5, 2024
/CNW/ - Restaurant Brands International, Inc. (TSX: QSR) (NYSE:
QSR) (TSX: QSP) ("RBI") has been notified of an unsolicited
mini-tender offer made by New York Stock and Bonds LLC ("NYSB") to
purchase up to 10,000 RBI common shares, or approximately 0.003% of
the company's outstanding common shares, at a price of US$45.00 per share. RBI cautions
shareholders that the mini-tender offer has been made at a price
below market price for RBI shares. The offer represents a discount
of 35.51% on the NYSE closing price for RBI common shares on
November 21, 2024, the last trading
day before the mini-tender offer was commenced.
RBI does not endorse this unsolicited offer, has no association
with NYSB or its offer, and recommends that shareholders do not
tender their shares to the offer.
According to NYSB's offer documents, RBI shareholders who
have already tendered their shares can withdraw their shares at any
time within 14 days after the date of delivery of the shareholder's
tender form by following the procedures described in the offer
documents.
For background, mini-tender offers are designed to seek less
than 5% of a company's outstanding shares, avoiding disclosure and
procedural requirements applicable to most bids under U.S. and
Canadian securities regulations. The U.S. Securities and Exchange
Commission (SEC) and the Canadian Securities Administrators (CSA)
have expressed serious concerns about mini-tender offers, including
the possibility that investors might tender to such offers without
understanding the offer price relative to the actual market price
of their securities.
The SEC states that "bidders make mini-tender offers at
below-market prices, hoping that they will catch investors off
guard if the investors do not compare the offer price to the
current market price."
RBI strongly encourages brokers, dealers and other market
participants to exercise caution and review the letter regarding
broker-dealer mini-tender offer dissemination and disclosures on
the SEC website
at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
RBI requests that a copy of this news release be included in any
distribution of materials relating to TRC Capital's
mini-tender offer for RBI shares.
Comments from the CSA on mini-tenders can be found on the
Ontario Securities Commission (OSC) website at
http://www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp.
Information about mini-tender offers can be found on the SEC
website at http://www.sec.gov/investor/pubs/minitend.htm.
NYSB has made similar unsolicited mini-tender offers for shares
of other public companies.
About Restaurant Brands International Inc.
Restaurant Brands International Inc. is one of the world's
largest quick service restaurant companies with over $40 billion in annual system-wide sales and over
30,000 restaurants in more than 120 countries and territories. RBI
owns four of the world's most prominent and iconic quick service
restaurant brands – TIM HORTONS®, BURGER KING®, POPEYES®, and
FIREHOUSE SUBS®. These independently operated brands have been
serving their respective guests, franchisees and communities for
decades. Through its Restaurant Brands for Good framework, RBI is
improving sustainable outcomes related to its food, the planet, and
people and communities.
SOURCE Restaurant Brands International Inc.
