RBI recommends shareholders reject TRC Capital's "mini-tender offer"

News provided by

Restaurant Brands International Inc.

Dec 11, 2020, 17:13 ET

TORONTO, Dec. 11, 2020 /PRNewswire/ - Restaurant Brands International, Inc. (TSX: QSR) (NYSE: QSR) (TSX: QSP) ("RBI") has been notified of an unsolicited mini-tender offer made by TRC Capital Corporation to purchase up to 2 million RBI common shares, or approximately 0.66% of the company's outstanding common shares, at a price of Cdn$73.75 per share. RBI does not endorse this unsolicited offer, has no association with TRC Capital or its offer, and recommends that shareholders do not tender their shares to the offer.

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 4.5% on the TSX closing price and 4.3% on the NYSE closing price for RBI common shares on November 18, 2020, the last trading day before the mini-tender offer was commenced.

According to TRC Capital's offer documents, RBI shareholders who have already tendered their shares can withdraw their shares at any time before 12:01 am eastern time on December 18, 2020 by following the procedures described in the offer documents.

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 Canadian and U.S. securities regulations. The Canadian Securities Administrators (CSA) and the U.S. Securities and Exchange Commission (SEC) 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 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 TRC Capital'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 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 www.sec.gov/investor/pubs/minitend.htm.

TRC Capital has made similar unsolicited mini-tender offers for shares of other public companies in Canada and elsewhere.

About Restaurant Brands International Inc.

Restaurant Brands International Inc. is one of the world's largest quick service restaurant companies with approximately $31 billion in annual system-wide sales and over 27,000 restaurants in more than 100 countries and U.S. territories. RBI owns three of the world's most prominent and iconic quick service restaurant brands - TIM HORTONS®, BURGER KING®, and POPEYES®. These independently operated brands have been serving their respective guests, franchisees and communities for over 45 years.

SOURCE Restaurant Brands International Inc.