Burger King Holdings, Inc. and 3G Capital Announce Early Termination of HSR Waiting Period
September 29 2010 - 5:14PM
Business Wire
Burger King Holdings, Inc. (NYSE: BKC) (the “Company”) and 3G
Capital today announced that the Federal Trade Commission (FTC) has
granted early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the “HSR Act”), relating to the previously announced acquisition
of all outstanding shares of common stock of the Company by
affiliates of 3G Capital. Accordingly, the condition with respect
to the expiration of the applicable waiting periods under the HSR
Act has been satisfied.
As previously disclosed, an entity controlled by 3G Capital,
Blue Acquisition Sub, Inc., commenced a tender offer on September
16, 2010 for all of the outstanding shares of common stock of the
Company at a price of $24.00 per share in cash, net to the seller
in cash without interest. The tender offer is being made pursuant
to an Offer to Purchase and a related letter of transmittal, each
dated September 16, 2010, and a merger agreement entered into on
September 2, 2010 between the Company and certain entities
controlled by 3G Capital. Pursuant to the merger agreement, after
completion of the tender offer and the satisfaction or waiver of
all conditions, the Company will merge with Blue Acquisition Sub,
Inc. and all outstanding shares of the Company’s common stock,
other than shares held by Blue Acquisition Holding Corporation,
Blue Acquisition Sub, Inc. or the Company or shares held by the
Company’s stockholders who have and validly exercise appraisal
rights under Delaware law, will be canceled and converted into the
right to receive cash equal to the $24.00 offer price per share. In
certain cases, the parties have agreed to proceed with a one-step
merger transaction if the tender offer is not completed.
The tender offer and withdrawal rights are scheduled to expire
at midnight, New York City time, on Thursday, October 14, 2010,
unless extended or earlier terminated. The completion of the tender
offer remains subject to certain conditions as described in the
tender offer statement on Schedule TO filed with the Securities and
Exchange Commission (the “SEC”) on September 16, 2010.
About Burger King Holdings, Inc.
The BURGER KING® system operates more than 12,150 restaurants in
all 50 states and in 76 countries and U.S. territories worldwide.
Approximately 90 percent of BURGER KING® restaurants are owned and
operated by independent franchisees, many of them family-owned
operations that have been in business for decades. In 2010, Fortune
magazine ranked Burger King Corp. (“BKC”) among America’s 1,000
largest corporations and Standard & Poor’s included shares of
Burger King Holdings, Inc. in the S&P MidCap 400 index. BKC was
recently recognized by Interbrand on its top 100 “Best Global
Brands” list and Ad Week has named it one of the top three
industry-changing advertisers within the last three decades. To
learn more about Burger King Corp., please visit the Company’s
website at http://www.bk.com.
About 3G Capital
3G Capital is a multi-billion dollar, global investment firm
focused on long-term value creation, with a particular emphasis on
maximizing the potential of brands and businesses. The firm and its
partners have a strong history of generating value through
operational excellence, board involvement, deep sector expertise
and an extensive global network. 3G Capital works in close
partnership with management teams at its portfolio companies and
places a strong emphasis on recruiting, developing and retaining
top-tier talent. Affiliates of the firm and its partners have
controlling or partial ownership stakes in global companies such as
Anheuser-Busch InBev, Lojas Americanas, the largest non-food and
online retailer in Latin America, and America Latina Logistica
(ALL), the largest railroad and logistics company in Latin America.
3G Capital’s main office is in New York City. For more information
on 3G Capital and the transaction, please go to
http://www.3g-capital.com.
Forward Looking Statements
This press release may contain “forward-looking statements.”
These forward-looking statements involve significant risks and
uncertainties and are not guarantees of future performance. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements. Forward-looking
statements include, without limitation, statements regarding the
consummation of the tender offer and merger and the intent of any
parties about future actions. Actual results may differ materially
from those currently anticipated due to a number of risks and
uncertainties, including uncertainties as to how many of the
Company stockholders will tender their stock in the offer; the
possibility that competing offers will be made; and the possibility
that various closing conditions for the transaction may not be
satisfied or waived and risks and uncertainties relating to these
matters that are discussed in documents filed with the SEC by
Burger King Holdings, Inc. as well as the tender offer documents
filed by an affiliate of 3G Capital and the
solicitation/recommendation statement filed by the Company.
Investors and security holders may obtain free copies of the
documents filed with the SEC by the Company by contacting 5505 Blue
Lagoon Drive, Miami, Florida 33126, telephone number (305) 378-7696
or investor@whopper.com. Neither 3G Capital nor the Company
undertakes any obligation to update any forward-looking statements
as a result of new information, future developments or otherwise,
except as expressly required by law.
Notice to Investors
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The solicitation
and the offer to buy shares of the Company’s common stock is being
made pursuant to an offer to purchase and related materials that an
affiliate of 3G Capital filed with the SEC. An affiliate of 3G
Capital has filed a tender offer statement on Schedule TO with the
SEC in connection with the commencement of the offer, and the
Company has filed a solicitation/recommendation statement on
Schedule 14D-9 with respect to the offer. The tender offer
statement (including an offer to purchase, a related letter of
transmittal and other offer documents) and the
solicitation/recommendation statement, including any amendments
thereto, contain important information that should be read
carefully and considered before any decision is made with respect
to the tender offer. These materials have been or will be sent free
of charge to all the Company’s stockholders. In addition, all of
these materials (and all other materials filed by the Company with
the SEC) are available at no charge from the SEC through its
website at www.sec.gov. The Schedule TO, Schedule 14D-9 and related
materials may be obtained for free from D.F. King & Co., Inc.,
48 Wall Street, 22nd Floor, New York, New York 10005, Toll-Free
Telephone: (800) 714-3313. Investors and security holders may also
obtain free copies of the documents filed with the SEC by the
Company by contacting the Company’s Investor Relations at 5505 Blue
Lagoon Drive, Miami, Florida 33126, telephone number (305) 378-7696
or investor@whopper.com.
Additional Information about the Merger and Where to Find
It
In connection with the potential transaction referred to in this
press release, Burger King Holdings, Inc. filed a preliminary proxy
statement with the SEC related to the approval of the merger
agreement by the Company’s stockholders. Additionally, the Company
will file other relevant materials with the SEC in connection with
the proposed acquisition of the Company by an affiliate of 3G
Capital pursuant to the terms of the merger agreement. The
materials filed and to be filed by the Company with the SEC may be
obtained free of charge at the SEC’s web site at www.sec.gov.
Investors and stockholders also may obtain free copies of the proxy
statement from the Company by contacting the Company’s Investor
Relations at 5505 Blue Lagoon Drive, Miami, Florida 33126,
telephone number (305) 378-7696 or investor@whopper.com. Investors
and security holders of the Company are urged to read the
definitive proxy statement and the other relevant materials when
they become available before making any voting or investment
decision with respect to the proposed merger because they will
contain important information about the merger and the parties to
the merger.
Burger King Holdings, Inc. and its respective directors,
executive officers and other members of their management and
employees, under the SEC rules, may be deemed to be participants in
the solicitation of proxies of the Company’s stockholders in
connection with the proposed merger. Investors and security holders
may obtain more detailed information regarding the names,
affiliations and interests of certain of the Company’s executive
officers and directors in the solicitation by reading the Company’s
proxy statement for its 2009 annual meeting of stockholders, the
Annual Report on Form 10-K for the fiscal year ended June 30, 2010,
the preliminary proxy statement relating to the merger and other
relevant materials which may be filed with the SEC in connection
with the merger when and if they become available. Information
concerning the interests of the Company’s participants in the
solicitation, which may, in some cases, be different than those of
the Company’s stockholders generally, will be set forth in the
definitive proxy statement relating to the merger when it becomes
available.
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