1. Ocehan LLC made an unsolicited mini-tender offer for RBI shares. 2. The offer price is CAD $66.50, a 24.81% discount. 3. RBI recommends shareholders reject the mini-tender offer. 4. Mini-tender offers often exploit price discrepancies, warns SEC. 5. RBI emphasizes shareholder caution regarding the unsolicited bid.
The significant discount of Ocehan's offer may create downward pressure on QSR's stock price as shareholders might become wary of potential undervaluation, much like historical instances where similar offers negatively impacted stock valuations of companies.
The unsolicited tender can lead to negative investor sentiment, impacting QSR's price and potential future investment strategies.
The immediate concern for investors is the unsolicited offer, which could influence trading activity and stock sentiment in the near term, reminiscent of previous mini-tender interactions that led to quick stock sell-offs.
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.