Burger King Holdings, Inc. (NYSE:BKC) (the “Company”) and 3G Capital today announced the completion of the previously announced transaction for an affiliate of 3G Capital to acquire the Company for $24.00 per share in cash, or approximately $4.0 billion in the aggregate, including the assumption of outstanding debt.
As previously announced, Bernardo Hees will become Chief Executive Officer of the Company, and Alexandre Behring, Managing Partner of 3G Capital, will assume the position of Co-Chairman of the Board of the Company effective immediately, alongside John Chidsey, the Company’s Chairman and Chief Executive Officer prior to the completion of the transaction.
“We are thrilled to complete this transaction and eager to continue building the BURGER KING®
brand and enhance the guest experience in our restaurants all over the world,” said Mr. Hees. “We see many exciting opportunities for this business, including developing new product offerings and expanding the brand internationally. We believe the early success of the new BK® Breakfast menu demonstrates the efforts and strength of our franchise network in the U.S. We also are looking forward to collaborating closely with our international franchisees in pursuit of growth in areas such as Asia and Latin America. Together with the talented pool of colleagues at the Company and our franchisees, I am excited to work toward reaching the full potential of the iconic and world-renowned BURGER KING® brand.”
On September 2, 2010, the Company and 3G Capital announced that the Company and certain entities controlled by 3G Special Situations Fund II, L.P. had signed a definitive merger agreement pursuant to which the tender offer would be made. Pursuant to the merger agreement, Blue Acquisition Sub, Inc., an entity controlled by 3G Special Situations Fund II, L.P., commenced a tender offer on September 16, 2010 to acquire all outstanding shares of the Company at a price of $24.00 per share, net to the seller in cash. On October 15, 2010, 3G Capital announced the successful completion of the tender offer for all outstanding shares of common stock of the Company and that Blue Acquisition Sub, Inc. had accepted for payment all shares validly tendered and not withdrawn as of the expiration of the tender offer, which shares represented over 93% of the outstanding shares. Pursuant to the terms of the merger agreement, Blue Acquisition Sub, Inc. merged with and into the Company today and now the Company is the surviving corporation and a wholly-owned subsidiary of Blue Acquisition Holding Corporation, an entity controlled by 3G Special Situations Funds II, L.P. All outstanding shares of common stock of the Company, 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, were canceled and converted into the right to receive cash equal to the $24.00 offer price per share.