TIDMJUSH
RNS Number : 7763A
Justice Holdings Limited
03 April 2012
This announcement is not a prospectus and not an offer for sale,
or a solicitation of an offer to acquire, securities in any
jurisdiction including in or into the United States, Canada,
Australia, or Japan. Investors should not subscribe for or purchase
any transferable securities referred to in this announcement except
on the basis of information in the Registration Statement intended
to be published by a newly created, U.S. subsidiary of Justice
Holdings Limited ("Newco") in due course in connection with the
admission of Newco's common stock ("Common Stock") to trading on
the New York Stock Exchange. Investors should read this
Registration Statement as it will contain important information.
Copies of the Registration Statement will, following publication,
be available on the U.S. SEC's website at www.sec.gov.
BURGER KING WORLDWIDE HOLDINGS, INC. TO LIST ON NEW YORK STOCK
EXCHANGE THROUGH AGREEMENT WITH JUSTICE HOLDINGS LIMITED
3G Capital to Remain Principal Shareholder with 71% Stake;
Justice Shareholders to Own 29% of Combined Company
MIAMI and LONDON - April 3, 2012 - Burger King Worldwide
Holdings, Inc. ("Burger King Worldwide"), the world's second
largest fast food hamburger restaurant chain, and Justice Holdings
Limited ("Justice") (LSE: JUSH), a publicly listed UK investment
vehicle, today announced that they have entered into a definitive
business combination agreement.
Under the terms of the agreement 3G Capital, a global investment
firm and Burger King Worldwide's principal stockholder, will
receive approximately $1.4 billion in cash and continue as the
majority shareholder. The Justice shareholders and its founders
will own approximately 29% of the combined company. Upon closing,
the combined company will be incorporated in Delaware and will be
renamed Burger King Worldwide, Inc. Justice's shares will be
immediately suspended from trading on the London Stock Exchange
and, upon closing, it is expected that the newly formed combined
company will list and commence trading on the New York Stock
Exchange
On Wednesday, April 4, 2012 at 10:00 a.m. Eastern Daylight Time,
Justice will host a teleconference, web presentation and question
and answer session to provide details on the transaction. The
webcast can be accessed by dialing 1-888-874-9470 (toll-free) or
1-973-935-8772 (international) using Conference ID: 69148426, by
visiting www.justiceholdingsltd.com.
"2011 was a pivotal year for the BURGER KING(R) brand," said
Bernardo Hees, chief executive officer, Burger King Worldwide.
"Since 3G Capital's acquisition of the company, along with our
Franchisees, we have rolled out our four-pillar strategy in North
America and expanded our international footprint in key growth
markets. Burger King Worldwide's long-term strategy and its entire
senior management team will remain unchanged. 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."
"We believe it is the right time for Burger King to be publicly
traded in the U.S. again," said Daniel Schwartz, chief financial
officer Burger King Worldwide "With this transaction, we are
positioning the BURGER KING(R) brand for long-term growth both
domestically and internationally and are excited to take this next
step in delivering on our strategic objectives."
"Justice has been extremely disciplined in considering potential
operating businesses since its formation in February 2011,"
commented Lord Myners, the independent Chairman of Justice's Board
of Directors adding that: "The Burger King transaction offers a
number of the key features the Board was looking for in a
combination: 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. We look forward to closing
the transaction later this year, once the requirements of the U.S.
Securities and Exchange Commission and The New York Stock Exchange
are satisfied."
Justice co-founder Nicolas Berggruen added: "The transaction
with Burger King exemplifies our ability to bring Justice
shareholders access to investments that would not otherwise be
available to them. We believe that Burger King's aggressive plans
for international growth will benefit from its visibility as a
NYSE-listed public company. We looked at many different
opportunities over the last 14 months, but Burger King stood out as
a unique global player in the expanding international quick service
restaurant industry with a strong heritage and an aggressive
transformation underway in its North America business unit."
Justice co-founder Martin E. Franklin commented that: "The
management team that 3G Capital has assembled to operate Burger
King is extremely impressive and their progress in implementing
cost control, and developing an international growth strategy in a
relatively short period of time has been outstanding. We agree with
management that the BURGER KING(R) brand is still at an early stage
of its true potential, and believe that over the next three to five
years the U.S. turnaround and international growth franchise model
can lead to significant margin expansion and free cash flow growth.
I look forward to serving on the Board with Alan Parker and
supporting this global franchise."
William A. Ackman, a co-founder of Justice, commented, "I have
long admired 3G's track record as best-in-class operators in the
beverage (Anheuser Busch), retail (Lojas Americanas), logistics,
and rail road industries, and I have personally invested in 3G
Capital's private equity funds. When I learned that Burger King was
interested in a possible transaction with Justice, I brought the
opportunity to my Justice founding partners to consider. They liked
what I saw, a 58-year-old global brand, and a simple, predictable,
free cash flow growth franchise in the process of transformation
into a pure brand royalty business. The results to date have been
remarkable."
Mr. Ackman continued: "Since 3G's acquisition of Burger King in
October 2010, EBITDA minus CapEx has increased from $320 million in
2010, to $503 million in 2011, with 2012 EBITDA minus CapEx
expected to be nearly double that of 2010's results. As
importantly, Burger King's management has made substantial progress
in accelerating international growth through the formation of joint
ventures with third-party capital sources and local operators. As a
result of management's initiatives and the power of this global
brand, I am confident this will be an excellent investment for
Justice shareholders. In order to avoid the potential for any
actual or perceived conflict of interest, 3G will make an in-kind
distribution to me of shares in Burger King reflecting my
proportionate interest in the 3G private equity fund. As a result,
I will receive stock and no cash from this transaction. At the
closing of the deal, through the additional indirect economic
interests I will own through the Pershing Square funds, I will be
substantially increasing my personal stake in the company. I have
committed to retain my personal stake until after Pershing Square
is no longer a shareholder."
As part of the agreement, Martin Franklin and Alan Parker, one
of Justice's independent directors, will join the Board of
Directors at closing, along with all of the existing Burger King
Worldwide board members. Martin E. Franklin is the Founder and
Executive Chairman of Jarden, a NYSE-listed, diversified consumer
products company with revenue of approximately $6.7 billion, for
which he previously served as its Chief Executive Officer. Alan
Parker was previously the Chief Executive of Whitbread PLC, the
UK's largest hotel and restaurant company.
In the transaction, Justice's co-founders have agreed to reduce
their founders interests to 3% of the combined company's
outstanding shares and have waived the right to receive any other
additional equity interests originally contemplated by the Justice
structure.
Investment funds managed by Pershing Square Capital Management,
L.P. will own approximately 10% of the combined company's
outstanding shares which it will receive as a result of its
interests in Justice.
The transaction was unanimously approved by the boards of
directors of both companies, and requires no further shareholder
approvals. The transaction is subject to other customary approvals,
including antitrust approval, listing on the New York Stock
Exchange, and the effectiveness of a registration statement to be
filed shortly with the U.S. Securities and Exchange Commission. The
transaction closing and listing is expected to occur in
approximately 60 - 90 days.
In preparation for the closing of the transaction Justice has
converted its liquid assets from pounds sterling into U.S.
dollars.
Tegris Advisors acted as lead mergers and acquisitions financial
advisors to Justice on the transaction. Barclays Capital Inc.
rendered a fairness opinion to Justice's Board of Directors.
Kirkland & Ellis LLP acted as legal counsel to Burger King
Worldwide and 3G Capital. Greenberg Traurig, P.A. and Sullivan
& Cromwell LLP acted as legal counsel to Justice on the
transaction.
Contacts
For Burger King Corporation
Miguel Piedra
Vice President, Global Communications
305.378.7277
For 3G Capital and Justice Holdings Limited
Steve Lipin, Brunswick Group LLC
212.333.3810
About Burger King Corporation
Founded in 1954, BURGER KING(R) is the second largest fast food
hamburger chain in the world. The original HOME OF THE WHOPPER(R),
the BURGER KING(R) system operates in more than 12,500 locations
serving more than 11 million guests daily in 81 countries and
territories worldwide. Approximately 90 percent of BURGER KING(R)
restaurants are owned and operated by independent franchisees, many
of them family-owned operations that have been in business for
decades. Burger King Corp. is privately-held by 3G Capital, a
multi-billion dollar, global investment firm focused on long-term
value creation. To learn more about Burger King Corp., please visit
the company's website at www.bk.com or follow us on Facebook and
Twitter.
About Justice Holdings Limited
Justice Holdings Limited is a publicly listed investment vehicle
which completed its IPO in February 2011. Justice's objective is to
consummate a transaction of $2 billion to $10 billion in Total
Enterprise Value which creates long-term shareholder value for
Justice shareholders.
About 3G Capital
3G Capital is a global investment firm focused on long-term
value, with a particular emphasis on maximizing the potential of
brands and businesses. The firm and its partners have a strong
history of generating value through operational excellence, board
involvement, deep sector expertise and an extensive global network.
3G Capital works in close partnership with management teams at its
portfolio companies and places a strong emphasis on recruiting,
developing and retaining top-tier talent. 3G Capital's main office
is in New York City. For more information on 3G Capital and the
transaction, please go to http://www.3g-capital.com.
Forward Looking Statements and Disclaimers
No representation or warranty express or implied is, or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Barclays Bank PLC or by any of its
respective affiliates or agents as to or in relation to, the
accuracy or completeness of this announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Barclays Bank PLC, by the Financial Services and
Markets Act 2000 or the regulatory regime established thereunder,
Barclays Bank PLC and its affiliates accept no responsibility
whatsoever for the contents of this announcement, including its
accuracy, completeness or verification. Barclays Bank PLC and its
affiliates accordingly disclaim all and any liability whether
arising in tort, contract or otherwise (save as referred to above)
which they might otherwise have in respect of this announcement or
its contents otherwise arising in connection herewith.
This announcement does not constitute or form part of any offer
or invitation to purchase, otherwise acquire, issue, subscribe for,
sell or otherwise dispose of any securities, nor any solicitation
of any offer to purchase, otherwise acquire, issue, subscribe for,
sell, or otherwise dispose of any securities.
This announcement is not an offer of securities for sale or a
solicitation of an offer to purchase securities of Justice or any
new company formed in connection with the proposed listing on the
New York Stock Exchange ("Newco"). The securities of Justice
referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"),
and may not be offered or sold in the United States unless they are
registered with the U.S. Securities and Exchange Commission or an
exemption from the registration requirements of the Securities Act
is available. On or shortly after closing of the transaction, it is
expected that Justice's listing on the London Stock Exchange will
be cancelled.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about
and observe such restrictions.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These statements are not guarantees of future
performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Given these risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of such statements and, except as required by
applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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