OAKVILLE, ON, March 27, 2017 /PRNewswire/ - Restaurant Brands
International Inc. ("RBI") (NYSE/TSX: QSR, TSX: QSP) today
announced that it expects to complete the acquisition of Popeyes
Louisiana Kitchen, Inc. ("Popeyes") (NASDAQ: PLKI) today,
following the successful completion of its tender offer to purchase
all of the outstanding shares of common stock of Popeyes at
$79.00 per share, net to the holder
in cash, without interest, less any applicable withholding taxes.
The tender offer was effected by RBI's indirect subsidiary, Orange,
Inc. (the "Purchaser").
The depositary for the tender offer has advised Purchaser that,
as of the expiration of the tender offer at one minute following
11:59 p.m. (12:00 midnight), Eastern
time, on March 24, 2017, 17,020,182
shares of Popeyes common stock (excluding shares with respect to
which notices of guaranteed delivery were delivered but which
shares were not yet delivered) had been validly tendered and not
validly withdrawn, representing approximately 83% of Popeyes'
outstanding shares of common stock. All conditions to the
tender offer were satisfied, and the tender offer was not
extended.
All shares of common stock that were validly tendered and not
validly withdrawn have been accepted for purchase and will be
promptly paid for by Purchaser.
As a result of (i) the acceptance of shares tendered in the
tender offer and (ii) the issuance of shares by Popeyes to
Purchaser pursuant to Purchaser's exercise of the "top-up option"
provided for in the merger agreement, RBI expects to complete the
acquisition of Popeyes through a "short form" merger under
Minnesota law today. In the
merger, each share of common stock of Popeyes (other than (i)
shares owned by Purchaser or any subsidiary of Popeyes and (ii)
held by Popeyes shareholders who properly demanded and perfected
their dissenters' rights under Minnesota law) will be automatically converted
into the right to receive $79.00 per
share, net to the holder in cash, without interest, less any
applicable withholding taxes.
Upon consummation of the merger, Popeyes will become an
indirect, wholly-owned subsidiary of RBI.
Forward-Looking Statements
This press release includes forward-looking statements,
including the expectation as to when the acquisition will be
completed. These forward-looking statements may be affected by
risks and uncertainties, including risks outside RBI's control that
would affect the timing of the completion of the acquisition. RBI
wishes to caution readers that certain important factors could
affect actual results and could cause the actual closing of the
acquisition to differ from RBI's expectations.
Additional Information about the Proposed Transaction and
Where to Find It
This press release is not an offer to buy nor a solicitation of
an offer to sell any of the securities of Popeyes. The tender
offer was made pursuant to a Tender Offer Statement on Schedule TO,
including an offer to purchase, a letter of transmittal and other
related materials, in each case as may be amended from time to
time, which RBI filed with the U.S. Securities and Exchange
Commission (the "SEC"). In addition, Popeyes filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 (as may be
amended from time to time) with respect to the tender offer. The
offer to purchase, letter of transmittal and other related
materials and the Schedule 14D-9 were mailed to holders of shares
of common stock of Popeyes. Investors and Popeyes
shareholders may also obtain free copies of the Schedule TO and
Schedule 14D-9 and related materials with respect to the
transaction free of charge at the SEC website at www.sec.gov,
and by contacting MacKenzie Partners, Inc., the information agent
for the tender offer, at (212) 929-5500 or (800)
322-2885. Investors may also obtain, at no charge, any such
documents filed with or furnished to the SEC by Popeyes under the
"Investor Relations" section of Popeyes' website
at http://investor.popeyes.com.
SOURCE Restaurant Brands International Inc.