August 29, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Tim Hortons Inc. (USA) (NYSE:THI), was announced concerning whether the takeover of Tim Hortons Inc. by Burger King Worldwide Inc is unfair to NYSE:THI stockholders.

The investigation by a law firm concerns whether certain officers and directors of Tim Hortons Inc. breached their fiduciary duties owed to NYSE:THI investors in connection with the proposed acquisition.

On August 26, 2014,Tim Hortons Inc. (TSX, NYSE: THI) and Burger King Worldwide Inc. (NYSE: BKW) announced an agreement under which the two companies will create a new global powerhouse in the quick service restaurant sector. Under the terms of the transaction Tim Hortonsshareholders will receive C$65.50 in cash and 0.8025 common shares of the new company per Tim Hortons share. Based on Burger King's unaffected closing stock price as of August 22, 2014, this represents total value per Tim Hortons share of C$89.32 and based on Burger King's closing stock price as of August 25, 2014, this represents total value per Tim Hortons share of C$94.05. As an alternative to the default mixed transaction consideration described above, each Tim Hortons shareholder will have the ability to elect to instead receive, for each Tim Hortonsshare held, either (i) C$88.50 in cash; or (ii) 3.0879 common shares of the new company, in each case subject to pro ration.

However, given that since 3G Capital owns approximately 70% of the shares of Burger King and has already committed to vote in favor of the combination, and therefore no shareholder vote is required of Burger King shareholders, the investigation concerns whether the offer is unfair to NYSE:THI stockholders. In addition, given that at least one analyst has set the high target price for NYSE:THI shares at $92.50 per share, the investigation concerns whether the Tim Hortons Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Tim Hortons Inc. reported that its Total Revenue rose from over $2.85 billion for th 52 weeks period that ended on January 1, 2012 to over $3.25 billion for the 52 weeks period that ended on Dec. 29, 2013 and that its respective Net Income rose from $382.81 million to $424.37 million. Shares of Tim Hortons Inc. grew from $40.84 per share in early 2011 to as high as $62.98 per share on August 11, 2014.

On August 29, 2014, NYSE:THI shares closed at $80.44 per share.