USA | Shareholders of Restaurant Brands have rejected an unsolicited mini-tender offer by Canadian company Ocehan LLC.
Restaurant Brands International Inc. has been notified of an unsolicited mini-tender offer made by Ocehan LLC to purchase up to 50,000 RBI common shares, or approximately 0.02 percent 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 percent 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 said it 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 five percent 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.
"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," as stated by the SEC.
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.
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