RBI says don't fall for NYSB's mini-tender offer

Executive Summary

• Restaurant Brands International Inc. (RBI) has been notified of an unsolicited "mini-tender offer" from New York Stock and Bond LLC (NYSB) to purchase up to 100,000 common shares.
• RBI strongly recommends that shareholders reject the offer, noting the offer price is significantly below the current market price.
• The release highlights regulatory concerns regarding mini-tender offers, which seek less than 5% of outstanding shares to avoid standard disclosure requirements.

Key Details

• Offeror: New York Stock and Bond LLC (NYSB).
• Target: Restaurant Brands International Inc. (RBI).
• Offer Size: Up to 100,000 RBI common shares, representing approximately 0.03% of outstanding common shares.
• Offer Price: $43.60 (U.S.) per share.
• Market Comparison: The offer price represents a discount of 34.92% to the NYSE closing price of $66.99 (U.S.) on Jan. 30, 2026 (the last trading day before the offer commenced).
• RBI Stance: RBI does not endorse the offer, has no association with NYSB, and recommends shareholders do not tender their shares.
• Withdrawal Rights: Shareholders who have already tendered shares may withdraw them at any time within 14 days after the delivery of the acceptance form, per NYSB's offer documents.
• Regulatory Context: Mini-tender offers seek less than 5% of outstanding shares, bypassing standard U.S. and Canadian securities regulations. The SEC and CSA have expressed concerns that investors may tender without comparing the offer price to the actual market price.
• Company Profile: RBI is a quick service restaurant company with nearly $47-billion in annual system-wide sales and over 33,000 restaurants in more than 120 countries.

Notable Quotes

• "RBI cautions shareholders that the mini-tender offer has been made at a price significantly below the market price for RBI shares."
• "RBI does not endorse this unsolicited offer, has no association with NYSB or its offer, and recommends that shareholders do not tender their shares to the offer."
• "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.'"