MIAMI and LONDON, April 3,
2012 /PRNewswire/ -- Burger King Worldwide Holdings, Inc.
("Burger King Worldwide"), the world's second largest fast food
hamburger restaurant chain, and Justice Holdings Limited
("Justice") (LSE: JUSH), a publicly listed UK investment vehicle,
today announced that they have entered into a definitive business
combination agreement.
Under the terms of the agreement 3G Capital, a global investment
firm and Burger King Worldwide's principal stockholder, will
receive approximately $1.4 billion in
cash and continue as the majority shareholder. The Justice
shareholders and its founders will own approximately 29% of the
combined company. Upon closing, the combined company will be
incorporated in Delaware and will
be renamed Burger King Worldwide, Inc. Justice's shares will be
immediately suspended from trading on the London Stock Exchange
and, upon closing, it is expected that the newly formed combined
company will list and commence trading on the New York Stock
Exchange.
On Wednesday, April 4, 2012 at
10:00 a.m. Eastern Daylight Time,
Justice will host a teleconference, web presentation and question
and answer session to provide details on the transaction. The
webcast can be accessed by dialing 1-888-874-9470 (toll-free) or
1-973-935-8772 (international) using Conference ID: 69148426, by
visiting www.justiceholdingsltd.com.
"2011 was a pivotal year for the BURGER KING® brand," said
Bernardo Hees, chief executive
officer, Burger King Worldwide. "Since 3G Capital's acquisition of
the company, along with our Franchisees, we have rolled out our
four-pillar strategy in North
America and expanded our international footprint in key
growth markets. Burger King Worldwide's long-term strategy
and its entire senior management team will remain unchanged.
In partnership with our new public shareholders, we will continue
to focus on creating profitable growth for our franchise system,
while delivering best-in-class food and service for our
guests."
"We believe it is the right time for Burger King to be publicly
traded in the U.S. again," said Daniel
Schwartz, chief financial officer Burger King
Worldwide "With this transaction, we are positioning the
BURGER KING® brand for long-term growth both domestically and
internationally and are excited to take this next step in
delivering on our strategic objectives."
"Justice has been extremely disciplined in considering potential
operating businesses since its formation in February 2011,"
commented Lord Myners, the independent Chairman of Justice's Board
of Directors adding that: "The Burger King transaction offers
a number of the key features the Board was looking for in a
combination: strong cash flows, an experienced and successful
management team, significant strategic growth opportunities and a
company that would benefit from Justice's public ownership.
The Board voted unanimously in favor of entering into the
combination agreement with Burger King Worldwide. We look
forward to closing the transaction later this year, once the
requirements of the U.S. Securities and Exchange Commission and The
New York Stock Exchange are satisfied."
Justice co-founder Nicolas
Berggruen added: "The transaction with Burger King
exemplifies our ability to bring Justice shareholders access to
investments that would not otherwise be available to them. We
believe that Burger King's aggressive plans for international
growth will benefit from its visibility as a NYSE-listed public
company. We looked at many different opportunities over the
last 14 months, but Burger King stood out as a unique global player
in the expanding international quick service restaurant industry
with a strong heritage and an aggressive transformation underway in
its North America business
unit."
Justice co-founder Martin E.
Franklin commented that: "The management team that 3G
Capital has assembled to operate Burger King is extremely
impressive and their progress in implementing cost control, and
developing an international growth strategy in a relatively short
period of time has been outstanding. We agree with management
that the BURGER KING® brand is still at an early stage of its true
potential, and believe that over the next three to five years the
U.S. turnaround and international growth franchise model can lead
to significant margin expansion and free cash flow growth. I
look forward to serving on the Board with Alan Parker and supporting this global
franchise."
William A. Ackman, a co-founder
of Justice, commented, "I have long admired 3G's track record as
best-in-class operators in the beverage (Anheuser Busch), retail
(Lojas Americanas), logistics, and rail road industries, and I have
personally invested in 3G Capital's private equity funds.
When I learned that Burger King was interested in a possible
transaction with Justice, I brought the opportunity to my Justice
founding partners to consider. They liked what I saw, a
58-year-old global brand, and a simple, predictable, free cash flow
growth franchise in the process of transformation into a pure brand
royalty business. The results to date have been
remarkable."
Mr. Ackman continued: "Since 3G's acquisition of Burger
King in October 2010, EBITDA minus
CapEx has increased from $320 million
in 2010, to $503 million in 2011,
with 2012 EBITDA minus CapEx expected to be nearly double that of
2010's results. As importantly, Burger King's management has
made substantial progress in accelerating international growth
through the formation of joint ventures with third-party capital
sources and local operators. As a result of management's
initiatives and the power of this global brand, I am confident this
will be an excellent investment for Justice shareholders. In
order to avoid the potential for any actual or perceived conflict
of interest, 3G will make an in-kind distribution to me of shares
in Burger King reflecting my proportionate interest in the 3G
private equity fund. As a result, I will receive stock and no
cash from this transaction. At the closing of the deal,
through the additional indirect economic interests I will own
through the Pershing Square funds, I will be substantially
increasing my personal stake in the company. I have
committed to retain my personal stake until after Pershing Square
is no longer a shareholder."
As part of the agreement, Martin
Franklin and Alan Parker, one
of Justice's independent directors, will join the Board of
Directors at closing, along with all of the existing Burger King
Worldwide board members. Martin E.
Franklin is the Founder and Executive Chairman of Jarden, a
NYSE-listed, diversified consumer products company with revenue of
approximately $6.7 billion, for which
he previously served as its Chief Executive Officer.
Alan Parker was previously the Chief
Executive of Whitbread PLC, the UK's largest hotel and restaurant
company.
In the transaction, Justice's co-founders have agreed to reduce
their founders interests to 3% of the combined company's
outstanding shares and have waived the right to receive any other
additional equity interests originally contemplated by the Justice
structure.
Investment funds managed by Pershing Square Capital Management,
L.P. will own approximately 10% of the combined company's
outstanding shares which it will receive as a result of its
interests in Justice.
The transaction was unanimously approved by the boards of
directors of both companies, and requires no further shareholder
approvals. The transaction is subject to other customary
approvals, including antitrust approval, listing on the New York
Stock Exchange, and the effectiveness of a registration statement
to be filed shortly with the U.S. Securities and Exchange
Commission. The transaction closing and listing is expected
to occur in approximately 60 – 90 days.
In preparation for the closing of the transaction Justice has
converted its liquid assets from pounds sterling into U.S.
dollars.
Tegris Advisors acted as lead mergers and acquisitions financial
advisors to Justice on the transaction. Barclays Capital Inc.
rendered a fairness opinion to Justice's Board of Directors.
Kirkland & Ellis LLP acted as legal counsel to Burger King
Worldwide and 3G Capital. Greenberg Traurig, P.A. and
Sullivan & Cromwell LLP acted as legal counsel to Justice on
the transaction.
Contacts
For Burger King Corporation
Miguel Piedra
Vice President, Global Communications
305.378.7277
For 3G Capital and Justice Holdings Limited
Steve Lipin, Brunswick
Group LLC
212.333.3810
About Burger King Corporation
Founded in 1954, BURGER KING® is the second largest fast food
hamburger chain in the world. The original HOME OF THE WHOPPER®,
the BURGER KING® system operates in more than 12,500 locations
serving more than 11 million guests daily in 81 countries and
territories worldwide. Approximately 90 percent of BURGER KING®
restaurants are owned and operated by independent franchisees, many
of them family-owned operations that have been in business for
decades. Burger King Corp. is privately-held by 3G Capital, a
multi-billion dollar, global investment firm focused on long-term
value creation. To learn more about Burger King Corp., please
visit the company's website at www.bk.com or follow us on Facebook
and Twitter.
About Justice Holdings Limited
Justice Holdings Limited is a publicly listed investment vehicle
which completed its IPO in February 2011. Justice's objective
is to consummate a transaction of $2 billion
to $10 billion in Total Enterprise Value which creates
long-term shareholder value for Justice shareholders.
About 3G Capital
3G Capital is a global investment firm focused on long-term
value, with a particular emphasis on maximizing the potential of
brands and businesses. The firm and its partners have a strong
history of generating value through operational excellence, board
involvement, deep sector expertise and an extensive global network.
3G Capital works in close partnership with management teams at its
portfolio companies and places a strong emphasis on recruiting,
developing and retaining top-tier talent. 3G Capital's main office
is in New York City. For more
information on 3G Capital and the transaction, please go to
http://www.3g-capital.com.
Forward Looking Statements and Disclaimers
No representation or warranty express or implied is, or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Barclays Bank PLC or by any of its
respective affiliates or agents as to or in relation to, the
accuracy or completeness of this announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Barclays Bank PLC, by the Financial Services and
Markets Act 2000 or the regulatory regime established thereunder,
Barclays Bank PLC and its affiliates accept no responsibility
whatsoever for the contents of this announcement, including its
accuracy, completeness or verification. Barclays Bank PLC and its
affiliates accordingly disclaim all and any liability whether
arising in tort, contract or otherwise (save as referred to above)
which they might otherwise have in respect of this announcement or
its contents otherwise arising in connection herewith.
This announcement does not constitute or form part of any offer
or invitation to purchase, otherwise acquire, issue, subscribe for,
sell or otherwise dispose of any securities, nor any solicitation
of any offer to purchase, otherwise acquire, issue, subscribe for,
sell, or otherwise dispose of any securities.
This announcement is not an offer of securities for sale or a
solicitation of an offer to purchase securities of Justice or any
new company formed in connection with the proposed listing on the
New York Stock Exchange ("Newco"). The securities of Justice
referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"),
and may not be offered or sold in the
United States unless they are registered with the U.S.
Securities and Exchange Commission or an exemption from the
registration requirements of the Securities Act is available.
On or shortly after closing of the transaction, it is expected that
Justice's listing on the London Stock Exchange will be
cancelled.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about
and observe such restrictions.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These statements are not guarantees of future
performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Given these risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of such statements and, except as required by
applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.
This announcement is not a prospectus and not an offer for sale,
or a solicitation of an offer to acquire, securities in any
jurisdiction including in or into the
United States, Canada,
Australia, or Japan. Investors should not subscribe for or
purchase any transferable securities referred to in this
announcement except on the basis of information in the Registration
Statement intended to be published by a newly created, U.S.
subsidiary of Justice Holdings Limited ("Newco") in due course in
connection with the admission of Newco's common stock ("Common
Stock") to trading on the New York Stock Exchange. Investors should
read this Registration Statement as it will contain important
information. Copies of the Registration Statement will, following
publication, be available on the U.S. SEC's website at
www.sec.gov.
SOURCE Burger King Worldwide Holdings, Inc.