Northern Technologies International Corporation Reports Financial Results for Fourth Quarter and Full Year Fiscal 2025

Rhea-AI Summary

Northern Technologies International Corporation (NTIC) — press release dated November 18, 2025 — warns shareholders about an unsolicited mini-tender offer from Ocehan LLC to buy up to 50,000 shares (~0.02% of outstanding) at CAD $66.50 per share.

The offer price represents a 24.81% discount to the TSX closing price of CAD $88.44 on August 20, 2025. The company cautions that mini-tender offers often avoid full disclosure requirements and recommends shareholders not tender shares and to compare the offer to market prices. The release notes shareholders have a 14-day withdrawal window per the offer documents and directs readers to SEC and CSA guidance on mini-tenders.

Positive

• Company publicly alerted shareholders to the mini-tender offer
• Offer size is small at 50,000 shares (~0.02%)
• Company provided withdrawal timeline of 14 days

Negative

• Ocehan's price is a 24.81% discount to the TSX closing price of CAD $88.44
• Mini-tender structure can avoid full disclosure and procedural requirements
• Potential investor losses if shares are tendered at below-market price

Insights

Corporate Governance & Market Structure Analyst

Small unsolicited mini‑tender offer for a tiny stake; company issues a shareholder warning and withdrawal guidance.

Restaurant Brands International received an unsolicited mini‑tender from Ocehan LLC to buy up to 50,000 shares, about 0.02% of outstanding shares, at CAD $66.50 per share. The offer price equals a 24.81% discount to the TSX close of CAD $88.44 on August 20, 2025. The company urges shareholders not to tender and notes tendered shares can be withdrawn within 14 days following delivery of the acceptance form.

The business mechanism is simple: mini‑tenders seek small blocks to avoid full disclosure rules, so the economic effect here is limited by the tiny cap (0.02%) and by the company's public caution. Risks rest with individual holders who may confuse currency denominations or fail to compare the offer to market price; the release explicitly warns of both issues. Monitor whether holders actually tender and any broker communications; the concrete near‑term milestone is the 14‑day withdrawal window after acceptance forms are delivered, which defines the immediate action period.

MIAMI, Sept. 19, 2025 /PRNewswire/ - Restaurant Brands International Inc. (NYSE: QSR) (TSX: QSR) ("RBI") has been notified of an unsolicited mini-tender offer made by Ocehan LLC ("Ocehan") to purchase up to 50,000 RBI common shares, or approximately 0.02% of the company's outstanding common shares, at a price in Canadian dollars of CAD $66.50 per share. RBI cautions shareholders against any potential confusion between the U.S. dollar and Canadian dollar denominated prices of our shares.  Ocehan's offer price in Canadian dollars of CAD $66.50 represents a discount of 24.81% to the TSX closing price in Canadian dollars of CAD $88.44for RBI common shares on August 20, 2025, the last trading day before the mini-tender offer was commenced. RBI cautions shareholders that the mini-tender offer has been made at a Canadian dollar price significantly below the market price for RBI shares.

RBI does not endorse this unsolicited offer, has no association with Ocehan or its offer, and recommends that shareholders do not tender their shares to the offer.

According to Ocehan'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 acceptance form (or 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 Ocehan'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

Ocehan has made similar unsolicited mini-tender offers for shares of other public companies in Canada.

About Restaurant Brands International Inc.

Restaurant Brands International Inc. is one of the world's largest quick service restaurant companies with over $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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/rbi-recommends-shareholders-reject-ocehans-mini-tender-offer-302561645.html

SOURCE Restaurant Brands International Inc.

FAQ

What is the Ocehan mini-tender offer for NTIC shares on November 18, 2025?

Ocehan offered to buy up to 50,000 NTIC shares (~0.02%) at CAD $66.50 per share.

How much below market is Ocehan's CAD $66.50 offer for NTIC?

The offer is a 24.81% discount to the TSX closing price of CAD $88.44 on August 20, 2025.

Can NTIC shareholders withdraw shares already tendered to Ocehan?

Yes; tendered shareholders can withdraw within 14 days after delivering their acceptance (per the offer documents).

Why does NTIC recommend shareholders not tender to Ocehan's mini-tender?

The company cautions the offer is well below market and mini-tenders often avoid standard disclosure, increasing risk to investors.

Where can investors find official guidance on mini-tender offers referenced by NTIC?

NTIC directs investors to SEC and Canadian securities regulator guidance available on the SEC and OSC/CSA websites.