Registration Statement filed for proposed reorganization of Tim Hortons as a Canadian public company



    OAKVILLE, ON, June 29 /CNW/ - Tim Hortons Inc. (NYSE:   THI, TSX: THI)
today announced that a registration statement on Form S-4 has been filed with
the U.S. Securities and Exchange Commission for the Company's proposed
reorganization as a Canadian public company.
    The proposed reorganization will involve the Company's merger with a
newly formed subsidiary, as a result of which the Company will become a
wholly-owned subsidiary of a corporation incorporated under the Canada
Business Corporations Act also named Tim Hortons Inc. ("New THI"). Under the
terms of the proposed merger agreement among the Company, New THI and the
newly-formed subsidiary, at the effective time of the merger, each issued and
outstanding share of common stock of the Company will be converted into one
common share of New THI, which shares will be issued by New THI as part of the
merger. As a result, immediately after the effective time of the merger, each
holder of Company common stock will own the same percentage of the issued and
outstanding New THI common shares as that holder owned of the issued and
outstanding common shares of the Company immediately prior to the effective
time.
    Management and the Board believe that the proposed reorganization would
be in the best interests of the Company and our stockholders by creating
operational and administrative efficiencies over the long-term, enhancing the
Company's ability to expand in Canada and internationally, and improving the
Company's position to take advantage of lower Canadian tax rates commencing in
the year following implementation. The Company currently earns the substantial
majority of its income in Canada. We expect to incur certain charges for
discrete items, the majority of which would be non-cash tax charges, and
various transactional costs in the year of implementation. If implemented this
year, the impact of the tax charges would result in our 2009 tax rate
exceeding the identified range of 32% to 34% and the transactional costs could
cause our operating income to fall below the targeted range.
    The potential reorganization does not in any way affect the Company's
commitment to growing our business in the U.S. or our underlying operations,
as previously outlined.
    The reorganization and the merger are subject to various closing
conditions, including stockholder approval and the Board of Directors' right
in its sole discretion to defer or abandon the reorganization.
    Following the reorganization, Tim Hortons intends to maintain dual
listings on both the New York Stock Exchange and Toronto Stock Exchange.
    A special meeting of stockholders is planned on or about September 22nd,
2009 in Oakville, Ontario to vote on the merger agreement outlined in the
registration statement. Notice of the special meeting of stockholders and a
proxy statement describing the reorganization will be mailed to the Company's
stockholders of record on the record date to be selected by the Company's
Board of Directors.

    About Tim Hortons Inc.

    Tim Hortons is the fourth largest publicly-traded quick service
restaurant chain in North America based on market capitalization, and the
largest in Canada. Tim Hortons appeals to a broad range of consumer tastes,
with a menu that includes premium coffee and donuts, flavored cappuccinos,
specialty teas, home-style soups, fresh sandwiches and fresh baked goods. As
of March 29, 2009, Tim Hortons had 3,457 systemwide restaurants, including
2,930 in Canada and 527 in the United States. More information about the
Company is available at www.timhortons.com.

    Tim Hortons Safe Harbor Statement

    Certain information in this news release, including without limitation
the information regarding the expected benefits of the reorganization, is
forward-looking as contemplated under the Private Securities Litigation Reform
Act of 1995 and applicable Canadian securities laws and involves risks and
uncertainties. Various factors, including those described as "Risk Factors and
Caution Regarding Forward-Looking Statements" in the registration statement,
filed June 29, 2009, and those risk factors set forth in our Safe Harbor
Statement available on our website, as well as other possible factors included
in filings with the U.S. Securities and Exchange Commission, could affect the
Company's actual results and cause such results to differ materially from
those expressed in forward-looking statements. As such, readers are cautioned
not to place undue reliance on forward-looking statements contained in this
news release, which speak only as of the date and time made. Except as
required by federal, state or provincial securities laws, the Company
undertakes no obligation to publicly release any revisions to the forward
looking statements contained in this release, or to update them to reflect
events or circumstances occurring after the date of this release, or to
reflect the occurrence of unanticipated events, even if new information,
future events or other circumstances have made the forward-looking statements
incorrect or misleading. Please review the Company's Safe Harbor Statement at
www.timhortons.com/en/about/safeharbor.html.

    Additional Information About the Reorganization and Where to Find It

    The Company's subsidiary, New THI (Tim Hortons Inc.), has filed with the
U.S. Securities and Exchange Commission (SEC) a registration statement on Form
S-4 that includes a proxy statement/prospectus, and other relevant materials
in connection with the reorganization. The proxy statement/prospectus will be
mailed to the stockholders of the Company once the registration statement has
been declared effective by the SEC. Investors and security holders of the
Company are urged to read the proxy statement/prospectus and the other
relevant materials when they become available because they will contain
important information about the Company, New THI and the reorganization. The
registration statement, proxy statement/prospectus and other relevant
materials and any other documents filed by the Company or New THI with the
SEC, may be obtained free of charge at the SEC's website at www.sec.gov, at
the website maintained by the Canadian Securities Administrators at
www.sedar.com, or on the Tim Hortons investor relations website at
www.timhortons-invest.com. Investors can also receive free copies of these
documents by contacting Tim Hortons Inc., 874 Sinclair Road, Oakville,
Ontario, Canada, L6K 2Y1, Attention: Investor Relations. The Company and New
THI and their respective directors, executive officers and certain other
members of management and employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed reorganization. Information
about the executive officers and directors of the Company and their ownership
of shares of Company common stock is included in the registration statement
filed with the SEC and the documents and information incorporated by reference
therein.





For further information:

For further information: Investors: Scott Bonikowsky, (905) 339-6186 or
investor_relations@timhortons.com; Media: David Morelli, (905) 339-6277 or
david.morelli@timhortons.com


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