#USA #Miami #Restaurant Brands #mini-tender offer #NYSB

Restaurant Brands International Advises Shareholders on a Mini-Tender Offer

On May 15, 2025, Restaurant Brands International Inc. (RBI), recognized on the NYSE as QSR and TSX as QSR, announced it had received an unsolicited mini-tender offer from New York Stock and Bond LLC (NYSB). This offer seeks to acquire up to 100,000 shares of RBI's outstanding common stock, amounting to approximately 0.03%. However, RBI has made clear that it does not support this proposal, as the offered price of $44.00 per share is significantly lower than the current market value.

Mini-Tender Offer Details

The price proposed by NYSB represents a striking 29.96% discount off the closing price of RBI shares on April 21, 2025, the last trading day before the offer was made public. Given this substantial disparity, RBI has taken a definitive stance to caution its shareholders against tendering their shares to this unsolicited offer.

RBI emphasizes that there is no connection or endorsement of NYSB's offer, urging shareholders to thoroughly assess the implications of the mini-tender before making any decisions. As part of NYSB's documentation, shareholders who have already tendered their shares do have the ability to withdraw within a 14-day window following the tender submission.

Understanding Mini-Tender Offers

Mini-tender offers typically target less than 5% of a company’s shares, circumventing several legal and regulatory disclosures that are standard in larger tenders. This particular offer raises flags for both U.S. and Canadian regulators due to the inherent risks tied to such transactions. The U.S. Securities and Exchange Commission (SEC) has previously warned that investors might prematurely agree to offers without adequately comparing the tender price to the existing market value of their shares.

According to SEC guidelines, “bidders frequently propose mini-tender offers at below-market prices, anticipating that investors may overlook critical price comparisons.” This practice is concerning as it may mislead investors, ultimately resulting in financial loss.

Industry Response and Guidance

RBI has urged brokers and market participants to exercise caution, reference the SEC’s guidance on mini-tender offers, and thoroughly communicate this information to their clients. This includes accessing additional disclosures outlined on the SEC’s website related to broker-dealer obligations regarding mini-tender offers.

The Ontario Securities Commission (OSC) also provides insights regarding mini-tender situations, advising investors to remain vigilant and informed.

RBI remains committed to protecting its shareholders and ensuring transparency in all transactions. Any distribution of materials concerning NYSB's offer must include this advisory from RBI, aiming to prevent shareholders from making uninformed decisions.

About Restaurant Brands International Inc.

Restaurant Brands International Inc. is one of the leading quick service restaurant companies globally, boasting nearly $45 billion in system-wide sales across more than 32,000 restaurants in over 120 countries. The corporation owns renowned brands such as Tim Hortons®, Burger King®, Popeyes®, and Firehouse Subs®. By adhering to its Restaurant Brands for Good initiative, RBI aims to promote sustainable practices across its operations, positively impacting food quality and community welfare.

RBI operates from its principal executive offices in Miami, Florida, with individual brands headquartered in their respective founding countries, including Canada for Tim Hortons and the U.S. for the other brands. For more information about Restaurant Brands International, visit www.rbi.com.