RBI Recommends Shareholders Reject NYSB's "Mini-tender Offer"

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.