#None #Restaurant Brands #Ocehan LLC #mini-tender offer

RBI Advises Shareholders Against Ocehan's Mini-Tender Offer

Overview
On September 19, 2025, Restaurant Brands International Inc. (RBI) released a public announcement regarding an unsolicited mini-tender offer from Ocehan LLC. This offer aims to purchase approximately 50,000 shares of RBI common stock, which equates to roughly 0.02% of the overall shares outstanding. The proposed price is CAD $66.50 per share, leading to significant concern among RBI's board and its shareholders.

Understanding Mini-Tender Offers
Mini-tender offers generally seek to buy less than 5% of a company’s shares, which allows them to bypass the extensive disclosure requirements typically imposed on larger tender offers. The U.S. Securities and Exchange Commission (SEC) and Canadian Securities Administrators (CSA) have expressed concerns over these practices. They caution that investors might be misled by offers that are below market value, as noted in RBI's statement regarding this particular offer from Ocehan.

Price Comparison and Market Impact
The offer price of CAD $66.50 is notably below the recent trading value of RBI shares. On August 20, 2025, the shares closed at CAD $88.44 on the Toronto Stock Exchange (TSX), indicating a discount of about 24.81%. RBI made it clear that the offer in Canadian dollars is significantly undervalued when compared to the market price, raising alarms about potential investor confusion between the U.S. and Canadian dollar valuations.

Company Recommendations
RBI firmly advises its shareholders to reject the unsolicited offer. The corporation has no ties to Ocehan and does not endorse this offer. Furthermore, it recommends that any shareholders who may have already tendered their shares should consider withdrawing them according to the specified procedures outlined in Ocehan's offer documents. There is a 14-day window after submitting their acceptance during which they can choose to retract their participation.

Investor Awareness
In light of this situation, RBI highlights the importance of remaining vigilant during mini-tender offers. Many investors may not fully grasp the implications of such offers, thus raising the risk of accepting terms that do not align with fair market value. For in-depth understanding, RBI advices the community to refer to resources outlined by both the SEC and CSA regarding these offers.

Ocehan's Track Record
It is important to note that Ocehan has previously attempted similar unsolicited mini-tender offers for shares of other public firms in Canadian markets. This pattern further underscores the need for investor caution.

About RBI
Restaurant Brands International Inc. operates as one of the globe's largest fast-food service chains, with a reported annual revenue exceeding $45 billion and a presence of over 32,000 restaurants across 120 countries. The company is known for its reputable brand portfolio, which includes TIM HORTONS®, BURGER KING®, POPEYES®, and FIREHOUSE SUBS®. RBI follows a commitment to enhance sustainability outcomes as part of its comprehensive operational strategy.

Conclusion
In summary, RBI’s alert to shareholders regarding Ocehan’s mini-tender offer serves as a vital reminder of the potential pitfalls associated with these transactions. RBI encourages its shareholders to remain informed and proactive in guarding their investments.

For more information, please visit the SEC and CSA websites to learn more about mini-tender offers and the associated risks.