Restaurant Brands International Inc. announced that it expects to complete the acquisition of Popeyes Louisiana Kitchen, Inc. on Monday, following the successful completion of its tender offer to purchase all of the outstanding shares of common stock of Popeyes at $79 per share, net to the holder in cash, without interest, less any applicable withholding taxes. The tender offer was effected by RBI's indirect subsidiary, Orange, Inc.
The depositary for the tender offer has advised Purchaser that, as of the expiration of the tender offer at one minute following 11:59 p.m. (midnight), eastern time, on March 24, 17,020,182 shares of Popeyes common stock (excluding shares with respect to which notices of guaranteed delivery were delivered but which shares were not yet delivered) had been validly tendered and not validly withdrawn, representing approximately 83 percent of Popeyes' outstanding shares of common stock. All conditions to the tender offer were satisfied, and the tender offer was not extended.
All shares of common stock that were validly tendered and not validly withdrawn have been accepted for purchase and will be promptly paid for by Purchaser.
As a result of the acceptance of shares tendered in the tender offer and the issuance of shares by Popeyes to Purchaser pursuant to Purchaser's exercise of the "top-up option" provided for in the merger agreement, RBI expects to complete the acquisition of Popeyes through a "short form" merger under Minnesota law today. In the merger, each share of common stock of Popeyes (other than shares owned by Purchaser or any subsidiary of Popeyes and held by Popeyes shareholders who properly demanded and perfected their dissenters' rights under Minnesota law) will be automatically converted into the right to receive $79 per share, net to the holder in cash, without interest, less any applicable withholding taxes.
Upon consummation of the merger, Popeyes will become an indirect, wholly owned subsidiary of RBI.
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