TORONTO, Dec. 5, 2024 – Restaurant Brands International, Inc. (TSX: QSR) (NYSE: QSR) (TSX: QSP) (“RBI”) received notice of an unsolicited mini-tender offer from New York Stock and Bonds LLC (“NYSB”) to acquire up to 10,000 RBI common shares—approximately 0.003% of outstanding shares—at US$45.00 per share. RBI advises shareholders that this mini-tender offer price is below the market price, representing a 35.51% discount from the NYSE closing price on November 21, 2024, the last trading day before the offer began.
RBI does not support this unsolicited offer, has no relationship with NYSB or its offer, and recommends shareholders not participate.
According to NYSB’s offer documents, RBI shareholders who tendered shares may withdraw them within 14 days of receiving their tender form, following the instructions in the offer documents.
Mini-tender offers typically seek less than 5% of a company’s outstanding shares, avoiding disclosure and procedural requirements under U.S. and Canadian securities regulations. The U.S. Securities and Exchange Commission (SEC) and the Canadian Securities Administrators (CSA) have voiced concerns about mini-tender offers, particularly the risk that investors might participate without comparing the offer price to the market price.
The SEC notes that mini-tender offers are often made at below-market prices, aiming to catch investors unaware if they don’t compare the offer price to the current market price.
RBI urges brokers, dealers, and market participants to exercise caution and review the letter on broker-dealer mini-tender offer dissemination and disclosures on the SEC website at .
RBI requests that this news release be included in any distribution of materials concerning TRC Capital’s mini-tender offer for RBI shares.
CSA comments on mini-tenders are available on the Ontario Securities Commission (OSC) website at .
Information on mini-tender offers is available on the SEC website at .
NYSB has made similar unsolicited mini-tender offers for other public companies’ shares.
About Restaurant Brands International Inc.
Restaurant Brands International Inc. is a leading global quick service restaurant company with over $40 billion in annual system-wide sales and more than 30,000 restaurants in over 120 countries. RBI owns four prominent quick service restaurant brands – TIM HORTONS®, BURGER KING®, POPEYES®, and FIREHOUSE SUBS®. These independently operated brands have long served their guests, franchisees, and communities. Through its Restaurant Brands for Good framework, RBI is focused on improving sustainable outcomes for food, the planet, and people and communities.
SOURCE Restaurant Brands International Inc.