RBI warns of below-market mini-tender offer for shares

MIAMI - Restaurant Brands International Inc. (NYSE: QSR) (TSX: QSR), a major player in the quick service restaurant industry with a market capitalization of $31.65 billion, has issued a warning to its shareholders regarding an unsolicited mini-tender offer from New York Stock and Bond LLC (NYSB). The offer aims to acquire up to 100,000 RBI common shares, which constitutes approximately 0.03% of the company’s outstanding shares, at a price of US$44.00 per share.

This price is significantly below the market value, representing a 29.96% discount on the NYSE closing price for RBI common shares on April 21, 2025, the last trading day before the mini-tender offer commenced. With the current stock price at $69.67 and analysts setting price targets as high as $93, InvestingPro analysis suggests the stock is currently undervalued. RBI has advised shareholders against tendering their shares, emphasizing that the company is not affiliated with NYSB or its offer.

Mini-tender offers, targeting less than 5% of a company’s shares, bypass certain regulatory disclosure and procedural requirements in the U.S. and Canada. Both the U.S. Securities and Exchange Commission (SEC) and the Canadian Securities Administrators (CSA) have raised concerns about such offers, particularly the risk of investors tendering shares without realizing the offer price is below the market value.

The SEC has cautioned that these offers typically come at below-market prices, potentially taking investors by surprise. RBI is urging brokers and dealers to be vigilant and has directed them to the SEC’s guidance on mini-tender offers for further information.

RBI has requested that any materials related to the NYSB mini-tender offer include a copy of this news release. Shareholders who have already tendered shares have the option to withdraw them within 14 days from the date of delivering their tender form, as outlined in the offer documents.

Restaurant Brands International Inc. operates some of the most recognized fast-food brands globally, including Tim Hortons, Burger King, Popeyes, and Firehouse Subs, with nearly $45 billion in annual system-wide sales. The company maintains a strong financial position with a "GOOD" Financial Health Score from InvestingPro, and has consistently raised its dividend for 10 consecutive years, currently offering a 3.65% yield. The company’s executive offices are based in Miami, Florida, with brand headquarters in their respective home markets of Canada and the U.S. For deeper insights into RBI’s valuation and growth prospects, investors can access comprehensive analysis through InvestingPro’s detailed research reports, which cover over 1,400 US stocks including QSR.

This information is based on a press release statement from Restaurant Brands International Inc.

In other recent news, Restaurant Brands International reported first-quarter earnings that did not meet market expectations. Despite this, KeyBanc Capital Markets maintained its Overweight rating on the company’s stock, citing projected growth in adjusted operating income and cost-saving measures as positive indicators. JPMorgan analyst John Ivankoe raised the company’s price target to $80, emphasizing confidence in Restaurant Brands’ cost management and growth potential. Guggenheim also increased the stock’s target price to $77, acknowledging strategic valuation expansions and the company’s resilience in challenging economic conditions. In a significant development, Restaurant Brands acquired Burger King China for approximately $158 million, aiming to find a new local partner to inject primary capital into the business. The acquisition underscores the company’s commitment to expanding its footprint in the Chinese market. Additionally, Restaurant Brands released its annual "Restaurant Brands for Good" report, highlighting its efforts in sustainability and corporate responsibility. The report details initiatives in food quality, environmental sustainability, and community support. These developments reflect Restaurant Brands International’s strategic focus on growth, sustainability, and market expansion.

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