TORONTO – Would you like a Whopper with your ‘Double-Double’? The merger between Burger King and Tim Hortons has been approved. Now the two companies are putting the pieces together for the transaction.
Tim Hortons Inc. (TSX, NYSE: THI) and Burger King Worldwide Inc. (NYSE: BKW) have confirmed that the proposed transaction to create a new global quick service restaurant leader operating two iconic, independent brands has been approved by the Minister of Industry under the Investment Canada Act (“ICA”).
In connection with this announcement, the companies are providing the following further updates regarding the transaction.
The companies have set the deadline for registered shareholders of Tim Hortons or Burger King Worldwide to make an election with respect to the form of consideration they wish to receive, subject to pro-ration, as of December 9, 2014, prior to 5:00 p.m. (EST), which is based on the current expectation that the transaction will be completed on December 12, 2014. Registered shareholders are reminded that if they wish to make an election, they must complete, sign and return a Letter of Transmittal and Election Form to Computershare Trust Company, as exchange agent, by the election deadline. Shareholders holding shares through a broker, investment dealer or other intermediary should carefully follow the instructions provided by such broker, investment dealer or other intermediary if they wish to make an election. Shareholders with questions should contact DF King at 866-828-6934 (English) or 866-796-1285 (French).
Tim Hortons and Burger King Worldwide also confirmed today that the transaction has previously received regulatory clearance under the Hart-Scott-Rodino Act (USA), the Competition Act (Canada) and the Canada Transportation Act. The transaction remains subject to other customary closing conditions, including, among other things, approval of the Tim Hortons shareholders and the approval and issuance of a final order of the Ontario Superior Court of Justice.
The board of directors of Tim Hortons has unanimously recommended that Tim Hortons shareholders as of the record date of November 3, 2014 vote “FOR” the transaction at the Tim Hortons special meeting to be held on December 9, 2014. Institutional Shareholder Services and Glass Lewis & Co, two leading proxy advisory firms, have also recommended that Tim Hortons shareholders vote FOR the transaction. Tim Hortons shareholders are reminded to vote before the registered shareholder proxy cut-off time at midnight (EST) on December 5, 2014.
With approximately $23 billion in system sales, over 18,000 restaurants in 100 countries and two strong, independent brands, the new company will be a global leader in the quick service restaurant sector. As part of the new company, Tim Hortons has the opportunity to accelerate its growth internationally and bring the Tim Hortons experience to a new global customer base, while maintaining the brand’s core values, employee and franchisee relationships, community support and always fresh coffee. Following closing of the transaction, each brand will continue to be managed independently and maintain its respective headquarters, while benefitting from global scale and sharing of best practices that will come with common ownership by the new company.
Tim Hortons Inc. Overview
Tim Hortons is one of the largest publicly-traded restaurant chains in North America based on market capitalization, and the largest in Canada. Operating in the quick service segment of the restaurant industry, Tim Hortons appeals to a broad range of consumer tastes, with a menu that includes premium coffee, hot and cold specialty drinks (including lattes, cappuccinos and espresso shots), specialty teas and fruit smoothies, fresh baked goods, grilled Panini and classic sandwiches, wraps, soups, prepared foods and other food products. As of June 29, 2014, Tim Hortons had 4,546 systemwide restaurants, including 3,630 in Canada, 866 in the United States and 50 in the Gulf Cooperation Council. More information about the Company is available at www.timhortons.com.
About Burger King Worldwide
Founded in 1954, BURGER KING® (NYSE: BKW) is the second largest fast food hamburger chain in the world. The original HOME OF THE WHOPPER®, the BURGER KING® system operates in approximately 14,000 locations serving more than 11 million guests daily in 100 countries and territories worldwide. Approximately 100 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. To learn more about Burger King Worldwide, please visit the company’s website at www.bk.com or follow us on Facebook and Twitter.