Finaccess Capital's $881.5 million bid for three-quarters of Restaurant Brands is looking like becoming a done deal after the Mexican asset management company won the board's approval.
Restaurant Brands' independent directors said they had 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 Finaccess.
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-$8.92 range adviser Grant Samuel calculated. The Mexican firm lodged its offer document yesterday.
The offer closes on March 12 and acceptances above 75 per cent may be scaled, depending on the uptake.
"Our partial takeover offer allows shareholders to realise a significant premium for some or all (subject to scaling) of their investment in Restaurant Brands, while also providing them an opportunity to continue participating in the business," Finaccess chief executive José Parés Gutiérrez said.
"We are firmly focused on creating value for all Restaurant Brands shareholders over the long-term."
As to the reason for taking 75 per cent, Gutiérrez, through a local spokesman, said: "By remaining a public company, Restaurant Brands will have access to capital to fund future growth while also providing existing shareholders an opportunity to continue participating in the business in the long term," the spokesman said.
One financial market source said takeover bids normally involve some push and shove around the ranges put forward by the likes of advisory firms such as Grant Samuel.
"It's a bit of a lay down misere I would have thought, in terms of pricing," he said.
Mark Lister, head of private wealth research at Craigs Investment Partners, said it was an attractive offer price, a view shared by many in the financial markets.
"$A 9.45/share offer price is solid, in any way, shape or form," he said.
"It stands a good chance of success if it meets all the other hurdles," he said.
"Restaurant Brands has been a great company to own. We have been big supporters of it in recent years and it's been a good place to be," he said.
The bid for Restaurant Brands is one of two big takeover bids in the market at the moment, the other being competing bids for Trade Me from UK private equity outfit APAX Partners and US private equity company Hellman & Friedman.
Lister said on the one had bids can be good for investors. "But on the other, you find yourself being disappointed that we will potentially losing another great business from the market," he said.
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.
"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 deal is subject to conditions , among them being Overseas Investment Office approval.
Restaurant Brands New Zealand Limited operates the New Zealand outlets of KFC, Pizza Hut and Carl's Jr. together with KFC in Australia and Pizza Hut and Taco Bell in Hawaii, Guam and Saipan.
Its stock last traded on the NZX at $8.52, up 23c from Monday's close.
Additional Reporting - BusinessDesk
Restaurant Brands share last traded at $8.52, up 23c from Monday's close.