Finaccess Capital's $881.5 million bid for three-quarters of Restaurant Brands New Zealand has the backing of the Kiwi firm's board, with the per-share price topping the independent adviser's assessment.
Restaurant Brands' independent directors have elected to accept the $9.45 per share offer and the board unanimously recommends shareholders do likewise, unless a better offer emerges. Director Stephen Copulos has already agreed to sell his 8.6 per cent stake to the Mexican firm.
Finaccess has offered to buy up to 75 per cent of the fast food operator at a 24 per cent premium to the $7.60 price before the bid. The offer also trumps the $8.15-$8.92 range adviser Grant Samuel calculated. The Mexican firm lodged its offer document yesterday, which closes on March 12, 2019, and acceptances above 75 per cent may be scaled depending on the uptake.
"Our partial takeover offer allows shareholders to realise a significant premium for some or all (subject to scaling) of their investment in Restaurant Brands, while also providing them an opportunity to continue participating in the business," Finaccess chief executive José Parés Gutiérrez said. "We are firmly focused on creating value for all Restaurant Brands shareholders over the long-term."
The Grant Samuel report valued Restaurant Brands at between $1.02 billion and $1.11 billion, including a premium for 100 per cent control. It noted that because the deal is a partial takeover, shareholders can only be certain of selling 75 per cent of their shares.
Fianccess has committed to support Restaurant Brands' existing strategy in the near-term to pursue international growth. The Kiwi company made further progress on those plans today, saying it will build more than 60 Taco Bell restaurants in New Zealand and New South Wales between 2019 and 2024.
It expects to fund the building of the stores from internally generated cash flows, but doesn't expect the brand to make a significant contribution to earnings for several years.
"Bringing the Taco Bell brand to this part of the world aligns with our strategy of focusing on global tier one brands in markets we understand," chief executive Russell Creedy said. "We know from our experience in Hawaii and Guam that Taco Bell is a top-tier brand backed by excellent franchise systems."
Finaccess will also seek to retain Creedy as CEO for at least three years and maintain continuity in the senior management team.
The Mexican firm has agreed it won't seek a delisting for at least 12 months, and told Restaurant Brands' board it sees a number of benefits in retaining the NZX and ASX listings, such as having access to capital to fund future growth.
Among conditions to close the deal, it needs Overseas Investment Office approval