Burger King Holdings, Inc. (NYSE: BKC) (the “Company”) and 3G Capital today announced that the Federal Trade Commission (FTC) has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), relating to the previously announced acquisition of all outstanding shares of common stock of the Company by affiliates of 3G Capital. Accordingly, the condition with respect to the expiration of the applicable waiting periods under the HSR Act has been satisfied.
As previously disclosed, an entity controlled by 3G Capital, Blue Acquisition Sub, Inc., commenced a tender offer on September 16, 2010 for all of the outstanding shares of common stock of the Company at a price of $24.00 per share in cash, net to the seller in cash without interest. The tender offer is being made pursuant to an Offer to Purchase and a related letter of transmittal, each dated September 16, 2010, and a merger agreement entered into on September 2, 2010 between the Company and certain entities controlled by 3G Capital. 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 canceled 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.
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. The completion of the tender offer remains subject to certain conditions as described in the tender offer statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on September 16, 2010.