MIAMI and LONDON – Burger King Worldwide Holdings Inc. will list and commence trading on the New York Stock Exchange as part of a business combination agreement with Justice Holdings Ltd., a publicly listed investment vehicle in the United Kingdom.
The deal calls for 3G Capital, Burger King’s majority shareholder, to receive $1.4 billion in cash and retain its position as majority shareholder. Justice Holdings will own roughly 29 percent of the combined company. The combined company will be incorporated in Delaware and will be renamed Burger King Worldwide Inc.
Executive leadership for Burger King and Justice, expect the newly formed company will list and begin trading on the New York Stock Exchange, and Justice’s shares will be suspended from trading on the London Stock Exchange.
"We believe it is the right time for Burger King to be publicly traded in the US again," said Daniel Schwartz, chief financial officer, Burger King Worldwide. "With this transaction, we are positioning the Burger King brand for long-term growth both domestically and internationally and are excited to take this next step in delivering on our strategic objectives."
Bernardo Hees, chief executive officer, Burger King Worldwide, said 3G Capital’s acquisition of Burger King allowed the company to implement a new business strategy in North America and expand its international footprint in key markets.
“Burger King Worldwide's long-term strategy and its entire senior management team will remain unchanged,” Hees said. “In partnership with our new public shareholders, we will continue to focus on creating profitable growth for our franchise system, while delivering best-in-class food and service for our guests.”
Lord Myners, the independent chairman of Justice's board of directors, said the Burger King transaction offers a number of the key features, including “…strong cash flows, an experienced and successful management team, significant strategic growth opportunities and a company that would benefit from Justice's public ownership.”
“The board voted unanimously in favor of entering into the combination agreement with Burger King Worldwide,” Myners added. “We look forward to closing the transaction later this year, once the requirements of the US Securities and Exchange Commission and The New York Stock Exchange are satisfied.”