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

Rhea-AI Summary

Restaurant Brands International (NYSE: QSR) warns shareholders about an unsolicited mini-tender offer from New York Stock and Bond LLC (NYSB). NYSB aims to purchase up to 100,000 RBI common shares (approximately 0.03% of outstanding shares) at US$44.00 per share, representing a significant 29.96% discount to RBI's NYSE closing price on April 21, 2025. RBI strongly recommends shareholders reject this offer and emphasizes it has no association with NYSB. The company highlights that mini-tender offers, which target less than 5% of shares, often avoid standard securities regulations and disclosure requirements. Shareholders who have already tendered their shares can withdraw within 14 days of their tender form delivery.

Positive

• None.

Negative

• Unsolicited mini-tender offer attempts to purchase shares at a 29.96% discount to market price
• Potential risk for uninformed investors who might tender shares below market value

Insights

Corporate Legal & Financial Defense Analyst

RBI warns shareholders about a predatory mini-tender offer at 30% below market price, protecting investors from a deceptive acquisition attempt.

Restaurant Brands International (QSR) has issued a critical shareholder protection advisory against what appears to be a predatory financial maneuver. New York Stock and Bond LLC is attempting to acquire 100,000 RBI shares (approximately 0.03% of outstanding shares) through a mini-tender offer priced at $44.00 per share – a substantial 29.96% discount to market price as of April 21.

This mini-tender mechanism deliberately exploits regulatory gaps by targeting less than 5% of shares, thereby avoiding the robust disclosure requirements and investor protections that would normally apply to larger tender offers under SEC and CSA regulations. The 30% below-market pricing strongly suggests this is a predatory offer attempting to capitalize on information asymmetry among less sophisticated investors.

The company's swift defensive response – explicitly recommending against tender and highlighting the withdrawal process – represents textbook shareholder protection protocols. NYSB appears to have a history of similar below-market mini-tender attempts targeting other public companies, suggesting a pattern of attempting to acquire shares at substantial discounts from potentially uninformed shareholders.

This defensive action demonstrates management's fiduciary commitment to shareholder protection and awareness of sophisticated financial threats. While the scale is limited (0.03% of shares), the company's proactive stakeholder communication reflects established corporate governance best practices for public companies facing exploitative financial schemes.

MIAMI, May 15, 2025 /PRNewswire/ - Restaurant Brands International Inc. (NYSE: QSR) (TSX: QSR) ("RBI") has been notified of an unsolicited mini-tender offer made by New York Stock and Bond LLC ("NYSB") to purchase up to 100,000 RBI common shares, or approximately 0.03% of the company's outstanding common shares, at a price of US$44.00 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 29.96% on the NYSE closing price for RBI common shares on April 21, 2025, 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 NYSB'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 nearly $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. 

RBI's principal executive offices are in Miami, Florida. In North America, RBI's brands are headquartered in their home markets where they were founded decades ago: Canada for Tim Hortons and the U.S. for Burger King, Popeyes and Firehouse Subs. To learn more about RBI, please visit the company's website at www.rbi.com. 

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SOURCE Restaurant Brands International Inc.

FAQ

What is the mini-tender offer price for QSR stock by NYSB?

NYSB is offering to purchase QSR shares at US$44.00 per share, which represents a 29.96% discount to the NYSE closing price on April 21, 2025.

How many shares is NYSB attempting to purchase in their QSR mini-tender offer?

NYSB is attempting to purchase up to 100,000 RBI common shares, representing approximately 0.03% of the company's outstanding shares.

What is Restaurant Brands International's recommendation regarding the NYSB mini-tender offer?

RBI strongly recommends shareholders reject NYSB's mini-tender offer and emphasizes it has no association with NYSB or its offer.

Can shareholders withdraw their shares if already tendered to NYSB's offer for QSR stock?

Yes, shareholders who have already tendered their shares can withdraw them within 14 days after the date of delivery of their tender form by following procedures in the offer documents.

Why are mini-tender offers considered potentially risky for QSR shareholders?

Mini-tender offers are potentially risky because they avoid standard securities regulations and disclosure requirements, often targeting uninformed investors with below-market prices.