MIAMI, May 15, 2025
/PRNewswire/ - Restaurant Brands International Inc. (NYSE: QSR)
(TSX: QSR) ("RBI") has been notified of an unsolicited mini-tender
offer made by New York Stock and Bond LLC ("NYSB") to purchase up
to 100,000 RBI common shares, or approximately 0.03% of the
company's outstanding common shares, at a price of US$44.00 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 29.96% on the NYSE closing price for RBI common shares on
April 21, 2025, 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 NYSB'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 nearly
$45 billion in annual system-wide
sales and over 32,000 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.
RBI's principal executive offices are in
Miami, Florida. In North America, RBI's brands are headquartered
in their home markets where they were founded decades ago:
Canada for Tim Hortons and the U.S. for Burger King,
Popeyes and Firehouse Subs. To learn more about RBI, please visit
the company's website at www.rbi.com.
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SOURCE Restaurant Brands International Inc.
