Burger King Holdings, Inc. (NYSE:BKC) (the “Company”) and 3G
Capital today announced that an entity controlled by 3G Capital,
Blue Acquisition Sub, Inc., has commenced the previously-announced
tender offer for all of the outstanding shares of common stock of
Burger King Holdings, Inc. at a price of $24.00 per share, net to
the seller in cash without interest. Blue Acquisition Sub, Inc. and
its parent company, Blue Acquisition Holding Corporation, are
controlled by 3G Special Situations Fund II, L.P.
On September 2, 2010, the Company and 3G Capital announced that
the Company and certain entities controlled by 3G Capital had
signed a definitive merger agreement pursuant to which the tender
offer would be made. The Company’s board of directors has
unanimously approved the terms of the merger agreement, including
the tender offer.
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
cancelled 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.
Blue Acquisition Holding Corporation and Blue Acquisition Sub,
Inc. are filing with the Securities and Exchange Commission (SEC)
today a tender offer statement on Schedule TO, including an offer
to purchase and related letter of transmittal, setting forth in
detail the terms of the tender offer. Additionally, the Company is
filing with the SEC today a solicitation/recommendation statement
on Schedule 14D-9 setting forth in detail, among other things, the
recommendation of the Company’s board of directors that the
Company’s stockholders tender their shares into the tender
offer.
The completion of the tender offer is subject to conditions,
including, among others, that there be validly tendered, and not
withdrawn, that number of shares that, together with any shares
then owned by Blue Acquisition Holding Corporation and its
subsidiaries, equals at least 79.1% of the outstanding shares of
Burger King Holdings, Inc., the receipt of required approvals and
the receipt of proceeds under executed bank commitment letters.
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.
About Burger King Holdings, Inc.
The BURGER KING(R) 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(R) 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 to
be filed by an affiliate of 3G Capital and the
solicitation/recommendation statement to be 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 will file with the SEC. An affiliate of 3G
Capital will file a tender offer statement on Schedule TO with the
SEC in connection with the commencement of the offer, and
thereafter the Company will file 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 will contain important
information that should be read carefully and considered before any
decision is made with respect to the tender offer. These materials
will be sent free of charge to all the Company’s stockholders when
available. In addition, all of these materials (and all other
materials filed by the Company with the SEC) will be 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. may file a 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 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
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,
and the proxy statement 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 proxy statement relating to the
merger when it becomes available.
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