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

Rhea-AI Summary

Restaurant Brands International (NYSE: QSR) has issued a warning to shareholders regarding an unsolicited mini-tender offer from Ocehan LLC. The offer seeks to purchase up to 50,000 RBI common shares (approximately 0.02% of outstanding shares) at CAD $66.50 per share, representing a significant 24.81% discount to the TSX closing price of CAD $88.44 as of August 20, 2025.

RBI strongly recommends shareholders reject the offer and emphasizes it has no association with Ocehan. The company highlights that mini-tender offers, which target less than 5% of shares, often avoid standard securities regulations and may confuse investors about pricing, as noted by both the SEC and CSA.

Positive

• None.

Negative

• Potential for shareholder confusion between USD and CAD pricing
• Risk of shareholders being misled by predatory mini-tender offer
• Ocehan's history of making similar unsolicited offers to other companies

Insights

Securities Law Expert

RBI warns shareholders against Ocehan's predatory mini-tender offer at 24.81% below market value; recommends rejection of this deceptive practice.

This press release reveals an important investor protection matter regarding a mini-tender offer targeting Restaurant Brands International shareholders. Ocehan LLC is attempting to acquire 50,000 shares (approximately 0.02% of outstanding shares) at CAD $66.50 per share - a substantial 24.81% discount to the market price of CAD $88.44.

Mini-tender offers are specifically designed to fly under regulatory radar by targeting less than 5% of outstanding shares, thereby avoiding the disclosure and procedural requirements that protect investors in larger tender offers. These offers often deliberately create currency confusion - note how Ocehan's offer is priced in Canadian dollars while RBI trades on both NYSE and TSX.

The SEC and Canadian Securities Administrators have explicitly warned about these tactics, noting predatory firms make mini-tender offers at below-market prices to catch uninformed investors. RBI's warning aligns with regulatory guidance and standard corporate governance practice.

Ocehan appears to be a serial mini-tender operator with a pattern of targeting multiple Canadian public companies with similar tactics. The 24.81% discount represents extraordinary value destruction for any shareholder who might inadvertently tender shares. Fortunately, shareholders who have already tendered have a 14-day withdrawal period to reclaim their shares through procedures outlined in the offer documents.

This press release represents proper corporate governance as RBI fulfills its fiduciary responsibility to warn shareholders about potentially predatory financial practices targeting its investor base.

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 $88.44 for 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.

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SOURCE Restaurant Brands International Inc.

FAQ

What is Ocehan's mini-tender offer price for QSR stock?

Ocehan is offering CAD $66.50 per share, which is a 24.81% discount to the TSX closing price of CAD $88.44 as of August 20, 2025.

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

Ocehan is attempting to purchase 50,000 RBI common shares, representing approximately 0.02% of the company's outstanding shares.

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

RBI strongly recommends shareholders do not tender their shares to the offer and emphasizes it has no association with Ocehan or its offer.

Can QSR shareholders withdraw their shares if already tendered to Ocehan's offer?

Yes, shareholders who have already tendered can withdraw their shares within 14 days after submitting their acceptance form by following procedures in the offer documents.

Why are mini-tender offers concerning for QSR investors?

Mini-tender offers are concerning because they avoid standard securities regulations, may confuse investors about pricing, and often offer below-market prices hoping to catch investors off guard.