Restaurant Brands International Inc. (RBI) has issued a warning regarding unsolicited mini-tender offers to purchase shares for their organization. 

Toronto-based RBI is the owner of many well-known fast food restaurant chains, including Tim Hortons, Burger King and Popeye’s. The multi-billion dollar company consists of 27,000 restaurants spanning 100 countries and territories, according to PR Newswire.

The company recently became aware that TRC Capital Corporation had been attempting to buy approximately two million common shares in RBI’s stocks. The mini-tender shares, which represent 0.66% of RBI’s outstanding shares, were being offered at Cdn$73.75 per share. The offer by TRC was made below market value, which RBI did not condone or recommend. RBI did make the recommendation that its shareholders avoid any of these mini-tender transactions with TRC. 

Mini-tender share offers are intended to purchase less than 5% of the outstanding shares for an organization, so that purchasers do not have to engage with Canadian and U.S. security regulations. The U.S. Securities and Exchange Commission (SEC) and the Canadian Securities Administrators (CSA) have both expressed warnings about mini-tender transactions to investors. The concerns lie within potential discrepancies between the mini-tender offers and their actual market values, as observed in the TRC offers (which were 4.5% lower than market value). 

In a statement, the SEC claimed “bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” 

TRC Capital has issued other unsolicited mini-tender offers for shares of various U.S. and Canadian companies. 

RBI shareholders who already have accepted offers from TRC are still able to withdraw their offers until Friday, Dec. 18 at 12:01 a.m. Eastern Time. The procedures to follow to withdraw the shares are outlined within the initial TRC offer documents. More information regarding these offers can be found on both the SEC and the CSA websites.