Restaurant Brands International, Inc. has received notice of an unsolicited mini-tender offer by New York Stock and Bonds LLC (“NYSB”). This offer seeks to purchase up to 10,000 RBI common shares—approximately 0.003% of the company’s outstanding shares—at a price of US$45.00 per share. However, RBI cautions its shareholders against accepting this offer, which is priced significantly below the market value of its shares.
On November 21, 2024, the last trading day before the mini-tender offer was initiated, RBI’s shares closed at a substantially higher price on the NYSE. NYSB’s offer price of US$45.00 per share represents a steep 35.51% discount compared to this closing price. RBI has made it clear that it does not endorse the offer, has no affiliation with NYSB, and strongly advises shareholders against tendering their shares to the offer.
Withdrawal Options for Shareholders
According to the documents provided by NYSB, shareholders who have already tendered their shares have the option to withdraw them. This can be done at any time within 14 days of submitting the tender form. Detailed withdrawal procedures are outlined in the offer documents provided by NYSB.
Understanding Mini-Tender Offers
Mini-tender offers, such as the one issued by NYSB, are bids to purchase less than 5% of a company’s outstanding shares. This strategy allows bidders to bypass the stringent disclosure and procedural requirements that apply to larger tender offers under U.S. and Canadian securities regulations. While mini-tender offers are legal, they have been criticized for their potential to mislead investors, who might not fully understand the implications of the offer price in comparison to the current market value of their shares.
Both the U.S. Securities and Exchange Commission (SEC) and the Canadian Securities Administrators (CSA) have raised concerns about these offers. The SEC, for instance, has warned that bidders often price mini-tender offers below the market value, aiming to exploit uninformed investors who might fail to compare the offer price to the prevailing market price.
The SEC explicitly states: “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’s Call for Vigilance
RBI is urging brokers, dealers, and other market participants to exercise caution when dealing with mini-tender offers. The company advises them to refer to the SEC’s guidelines on mini-tender offer dissemination and disclosures. Relevant information and guidance can be found on the SEC website, including the broker-dealer letter on this topic, which can be accessed at
To further inform stakeholders, RBI has requested that this news release be included in any distribution of materials related to NYSB’s mini-tender offer for RBI shares. The company aims to ensure that all shareholders and market participants are adequately informed about the risks associated with this type of offer.
Additional Resources
The CSA has also commented extensively on the issues surrounding mini-tender offers. Shareholders can find more information about the CSA’s position on the Ontario Securities Commission (OSC) website at
For general insights into mini-tender offers and their implications, investors are encouraged to visit the SEC’s dedicated page on the topic at
NYSB’s History of Similar Offers
This is not the first time NYSB has made unsolicited mini-tender offers targeting public companies. The firm has previously issued similar offers for shares of other publicly traded entities. This recurring strategy highlights the importance of vigilance and informed decision-making among shareholders.
Conclusion
RBI strongly advises its shareholders to carefully review the details of NYSB’s mini-tender offer and to consider its significant discount to the market price before making any decisions. The company reiterates its position that this offer is neither in the best interests of its shareholders nor reflective of the true value of its common shares. Shareholders are urged to consult with their financial advisors and exercise caution when evaluating unsolicited offers.
For further information or guidance, RBI encourages shareholders to visit the SEC and CSA websites or to contact the company directly.
