MIAMI, FL and TORONTO – Burger King Worldwide, Inc. (NYSE: BKW), Tim Hortons Inc. (TSX: THI, NYSE: THI) and Restaurant Brands International Inc. yesterday announced the preliminary results of the consideration elections made by Burger King Worldwide stockholders and Tim Hortons shareholders.
This is prior to the election deadline of December 9, 2014, at 5:00 p.m., Eastern time, assuming the closing of the transactions occurs as expected on December 12, 2014, as previously announced.
Those preliminary results are as follows:
- Holders of approximately 267,581,737 shares of Burger King Worldwide common stock (including approximately 3,219,317 shares delivered via guaranteed delivery), or approximately 76% of the outstanding shares of Burger King Worldwide common stock, made an election to receive Restaurant Brands International Limited Partnership exchangeable units.
- Holders of approximately 84,465,429 shares of Burger King Worldwide common stock, or approximately 24% of the outstanding shares of Burger King Worldwide common stock, did not make an election or were deemed not to have made an election and will receive 0.99 Restaurant Brands International common shares and 0.01 Partnership exchangeable units.
- Holders of approximately 2,093,443 common shares of Tim Hortons, or approximately 2% of the outstanding common shares of Tim Hortons, made a cash election.
- Holders of approximately 95,703,801 common shares of Tim Hortons, or approximately 72% of the outstanding common shares of Tim Hortons, made an election to receive Restaurant Brands International common shares.
- Holders of approximately 34,778,927 common shares of Tim Hortons, or approximately 26% of the outstanding common shares of Tim Hortons, either (i) made an election to receive a combination of cash and Restaurant Brands International common shares or (ii) did not make an election or were deemed not to have made an election and will receive the mixed consideration.
The preliminary results do not include elections made in respect of Tim Hortons common shares to be issued in full settlement of all outstanding Tim Hortons restricted stock units and performance stock units or Tim Hortons common shares to be issued to holders of Tim Hortons stock options that have been exercised in connection with the transactions.
The preliminary results remain subject to the limitations and proration procedures described in the joint information statement/circular of Burger King Worldwide and Tim Hortons dated November 5, 2014 for the transactions.
The transaction remains subject to certain closing conditions, including approval of the Ontario Superior Court of Justice (Commercial List), listing of shares of Restaurant Brands International and certain other customary closing conditions.
