September 16,
2010
Dear Stockholder:
On behalf of the Board of Directors of Burger King Holdings,
Inc. (the “Company”), I am pleased to inform you that
on September 2, 2010, the Company entered into a definitive
Merger Agreement to be acquired by an affiliate of 3G Capital
(the “Purchaser”). 3G Capital is a global investment
firm focused on long-term value creation, with a particular
emphasis on maximizing the potential of brands and businesses.
Pursuant to the terms of the Merger Agreement, Purchaser
commenced a tender offer on September 16, 2010 to purchase
all of the outstanding shares of the Company’s common stock
for $24.00 per share in cash, without interest.
Following completion of the tender offer Purchaser will merge
with and into the Company, with the Company continuing as the
surviving corporation in the merger. In the merger, all shares
of the Company’s common stock not purchased in the tender
offer will be converted into the right to receive the same cash
payment as in the tender offer, without interest.
After careful consideration, the Company’s Board of
Directors has unanimously determined that the tender offer and
the merger are advisable, fair to and in the best interests of
the stockholders of the Company, and approved the Merger
Agreement, the tender offer, the merger and the other
transactions contemplated by the Merger Agreement.
Accordingly, the Company’s Board of Directors
unanimously recommends that the Company’s stockholders
accept the tender offer and tender their shares in the tender
offer and, if required by applicable law, vote their shares for
the adoption of the Merger Agreement and approve the merger and
the other transactions contemplated by the Merger Agreement.
Accompanying this letter is (i) a copy of the
Company’s Solicitation/Recommendation Statement on
Schedule 14D-9,
(ii) the Purchaser’s Offer to Purchase, dated
September 16, 2010, which sets forth the terms and conditions of
the tender offer, and (iii) a Letter of Transmittal
containing instructions as to how to tender your shares into the
tender offer.
Please read the enclosed materials carefully. You should act
promptly, as the tender offer is scheduled to expire at 12:00
midnight, New York City time, on October 14, 2010, unless
extended or earlier terminated.
On behalf of the Board of Directors and management of the
Company, we thank you for your support.
Sincerely
John W. Chidsey
Chairman and Chief Executive Officer