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September 21, 2014

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Burger King plans expansion of Tim Hortons

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The Canadian Press, Sean Kilpatrick / AP

A Burger King sign and a Tim Hortons sign are displayed on St. Laurent Boulevard in Ottawa, Canada, on Monday, Aug. 25, 2014. Canada’s iconic coffee chain, Tim Hortons, and Miami-based Burger King say they will join forces, but will operate as independent brands to form the world’s third-largest quick service restaurant company.

MIAMI — Burger King struck an $11 billion deal to buy Tim Hortons that would create the world's third largest fast-food company and could make the Canadian coffee-and-doughnut chain more of a household name around the world.

Executives said the two chains will continue to be run independently, however, meaning Burger King customers shouldn't expect to see Tim Hortons coffee or doughnuts popping up on menus.

"There's no plans to mix the products or do co-branding," said Daniel Schwartz, CEO of Burger King and a principal of 3G Capital, which owns a majority stake in the hamburger chain.

The corporate headquarters of the new company will be in Canada. Burger King stressed that the deal wasn't being driven by a desire to take advantage of the country's lower tax rates, but the international growth possibilities of Tim Hortons.

Since 3G Capital acquired Burger King in 2010, the investment firm has been aggressively expanding the chain's presence overseas. It has focused on striking deals with local operators in countries including China and Russia to open more Burger King locations while minimizing its own costs and risks.

In the last year, for example, it accelerated expansion and opened more than 700 Burger King locations. Burger King has nearly 14,000 locations globally, but the company has noted that's still far less than the more than 35,000 McDonald's restaurants around the world.

3G said it will take its expertise in expanding Burger King and apply it to Tim Hortons.

Back in the U.S., the deal also gives 3G a stronger foothold in the fast-growing coffee and breakfast market — areas where Burger King has lagged leaders including Starbucks and McDonald's. Tim Hortons CEO Marc Caira noted the chain's recent efforts to become a bigger player in the U.S., including updated store designs that feature couches and fireplaces.

Caira said he felt Tim Hortons could "win much quicker" in the U.S. with the help of Burger King.

Breakfast and coffee have been hot growth areas in the U.S. fast-food industry. Between 2007 and 2012, breakfast grew faster than any other segment in the restaurant industry at about 5 percent a year, according to market researcher Technomic. Winning over customers will nevertheless be a challenge for Tim Hortons, given the intensifying competition in recent years.

After the deal, which is expected to close by early next year, the new company would have about $23 billion in sales and more than 18,000 locations.

3G Capital will own about 51 percent of the new company. The firm, which has offices in Brazil and New York, has been slashing costs at Burger King since buying it in 2010. Last year, 3G teamed up with Warren Buffett's Berkshire Hathaway to buy ketchup maker Heinz as well.

Berkshire Hathaway is also helping finance the Tim Hortons deal with $3 billion of preferred equity financing, but will not have a role in managing operations.

Some analysts have suggested that Canada's lower tax rates stand to benefit Burger King over time. But Schwartz said the company doesn't expect to achieve any "meaningful tax savings" as a result of the deal. He said Burger King's blended tax rate in the U.S. is in the mid- to high 20s, comparable to the current effective rates in Canada.

Under the deal, Burger King will pay $65.50 Canadian ($59.74) in cash and 0.8025 common shares of the new company for each Tim Hortons share. This represents total value per Tim Hortons share of $94.05 Canadian (US$85.79), based on Burger King's Monday closing stock price. Alternatively, Tim Hortons shareholders may choose either all-cash or all stock in the new company.

Tim Hortons stock rose more than 10 percent in Tuesday premarket trading. Burger King's shares fell slightly.

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