Finaccess’ NZ$5.05 Takeover Offer for Restaurant Brands: 70% Premium, But Below Valuation

Background and Offer Details

Restaurant Brands New Zealand Limited (NZX, ASX, RBD), the operator of well-known quick service restaurant brands including KFC, Taco Bell, Pizza Hut, and Carl’s Jr, is currently the subject of a full takeover offer by its majority shareholder, Finaccess Restauración, S.L. The offer, priced at NZ$5.05 per share in cash, was formally announced on 14 October 2025 and remains open until 25 November 2025, with a possible extension to mid-January 2026.

Finaccess already controls approximately 86.96% of RBD shares and is seeking to increase its stake to at least 90%, which would trigger compulsory acquisition rights over remaining minority shares. The offer is unconditional and represents a significant premium of 70.6% over the last closing price before the offer announcement.

Independent Directors’ Recommendation and Rationale

The Independent Directors of Restaurant Brands have unanimously recommended that shareholders accept the offer. While the offer price is below the Independent Adviser’s assessed valuation range of NZ$5.24 to NZ$6.20 per share, the Directors believe that the risks of remaining as minority shareholders outweigh the potential upside of holding out for a higher price.

Key risks cited include ongoing business execution challenges, particularly in the Californian operations which have been loss-making, and the declining liquidity of RBD shares on the NZX and ASX due to Finaccess’s dominant ownership. The offer provides shareholders with a rare opportunity to realise a substantial premium and exit their investment with certainty and without brokerage costs.

Valuation and Market Context

The Independent Adviser, Calibre Partners Limited, valued Restaurant Brands at between NZ$5.24 and NZ$6.20 per share, reflecting a control premium and a sum-of-the-parts discounted cash flow analysis across the company’s New Zealand, Australian, Hawaiian, and Californian operations. The offer price of NZ$5.05 falls short of this range but is nonetheless considered reasonable for shareholders seeking a short-term exit.

Market conditions have been challenging for Restaurant Brands, with inflationary pressures on input costs, wage inflation, and subdued consumer demand impacting margins and profitability. The Californian segment, in particular, faces a difficult recovery path. The offer price reflects these uncertainties and the liquidity premium for a guaranteed exit.

Implications for Shareholders and Future Outlook

If Finaccess achieves 90% ownership, it will compulsorily acquire remaining shares at the offer price, leading to delisting from NZX and ASX. Minority shareholders who do not accept the offer risk being locked into a company with reduced free float, limited liquidity, and Finaccess’s control over board composition and business strategy.

Finaccess has committed not to increase the offer price or make another takeover offer before 30 September 2027, but may pursue further acquisitions under the Takeovers Code’s 'creep' provisions after 12 months. Shareholders should carefully consider their investment horizon, risk tolerance, and seek independent advice before deciding.