Business Services Industry
Triarc and Wendy's Announce September 15, 2008 Shareholders Meetings To Approve Proposed Merger
Business Wire, August 15, 2008
ATLANTA, Ga. & DUBLIN, Ohio -- Triarc Companies, Inc. (NYSE: TRY; TRY.B), the parent company of Arby's Restaurant Group, Inc., which is the franchisor of the Arby's([R]) restaurant system, and Wendy's International, Inc. (NYSE: WEN) announced today that the Securities and Exchange Commission ("SEC") has declared effective the Form S-4 registration statement regarding the companies' proposed merger. Stockholders/shareholders of record of both companies as of August 5, 2008 will be mailed the joint proxy statement/prospectus included in the registration statement in connection with the proposed merger and will be entitled to vote at the respective companies' stockholders'/shareholders' meetings scheduled to be held on September 15, 2008.
The boards of directors of Triarc and Wendy's([R]) have approved the transaction and urge stockholders/shareholders to "VOTE FOR" the merger and the related proposals.
Triarc stockholders are invited to attend its annual meeting of stockholders to be held at 11:00 am ET on September 15, 2008 at The Waldorf-Astoria Hotel, 301 Park Avenue, New York, NY.
Wendy's shareholders are invited to attend its special meeting of shareholders to be held at 11:00 am ET on September 15, 2008 at Wendy's Corporate Headquarters, One Dave Thomas Boulevard (4288 West Dublin-Granville Road), Dublin, Ohio. The main purpose of the Wendy's meeting is to tally votes from shareholders regarding the proposed merger.
Summary of the Proposed Merger
The proposed merger of Triarc and Wendy's creates an exciting opportunity based upon an improved platform for growth. Key highlights of the merger include:
* Wendy's shareholders will receive 4.25 shares of Triarc Class A Common Stock for each Wendy's common share they own. Under the agreement, Triarc stockholders will also be asked to approve the conversion of each share of Triarc Class B Common Stock, Series 1, into one share of Triarc Class A Common Stock, resulting in a post-merger company with a single class of common stock. On a pro forma combined basis, there will be approximately 467 million shares of Triarc Class A Common Stock outstanding upon the consummation of the merger.
* The merger will bring together two iconic brands with over 10,000 restaurants in the U.S. and approximately $12 billion in combined pro forma annual system-wide sales. Arby's is the second-largest sandwich chain in the U.S. quick service restaurant industry and is best known for its hand carved roast beef and premium sandwiches, subs, wraps and salads served under the Market Fresh([R]) brand. Wendy's is the third-largest quick service hamburger chain in the world with a legacy of superior quality and product innovation.
* Arby's and Wendy's will operate as independent business units headquartered in Atlanta, Georgia and Dublin, Ohio, respectively. This organization will enable each business to completely focus on brand delivery, customer satisfaction, and operational improvements. Support center services will be headquartered in Atlanta to include all public company responsibilities and other shared services.
* The merger will create significant opportunities for restaurant margin improvement and G&A cost savings to position the combined company to generate attractive free cash flow over the long-term.
* The merger is expected to promote growth opportunities with daypart expansion, especially breakfast. In addition, international expansion represents a substantial growth opportunity as both brands are under-penetrated in foreign markets compared to other major quick-service restaurant chains.
* The post-merger company, which will be named Wendy's/Arby's Group, Inc., will be incorporated in Delaware. Wendy's/Arby's Group, Inc. common stock is expected to trade on the New York Stock Exchange under the symbol "WEN."
The merger closing is subject to the requisite approvals by the stockholders/shareholders of both companies and other customary closing conditions. There can be no assurance that the merger will be consummated or that the benefits of the merger described above will be realized.
About Triarc
Triarc is a holding company and, through its subsidiary Arby's Restaurant Group, Inc., is the franchisor of the Arby's([R]) restaurant system. Arby's is the second largest restaurant franchising system in the sandwich segment of the quick service restaurant industry. As of June 29, 2008, there were a total of 3,719 Arby's restaurants in the system, including 1,169 Company-owned and 2,550 franchised locations.
About Wendy's
Wendy's is primarily engaged in the business of operating, developing and franchising a system of distinctive quick-service restaurants serving high quality food. As of June 29, 2008, there were 6,625 Wendy's restaurants in operation in the United States and in 21 other countries and territories. Of these restaurants, 1,402 were operated by Wendy's and 5,223 by Wendy's franchisees.
Additional Information about the Merger and Where to Find It
Triarc and Wendy's are mailing a joint proxy statement/prospectus containing information about the proposed merger to their respective stockholders/shareholders. The joint proxy statement/prospectus is included in the registration statement on Form S-4 (Registration No. 333-151336) that Triarc filed with the SEC. BEFORE MAKING ANY VOTING DECISION, TRIARC AND WENDY'S URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER BECAUSE IT CONTAINS IMPORTANT INFORMATION. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC's website (www.sec.gov). You may also obtain these documents, free of charge, from Triarc's website (www.triarc.com) under the heading "Investor Relations" and then under the item "SEC Filings and Annual Reports". You may also obtain these documents, free of charge, from Wendy's website (www.wendys.com) under the tab "Investor" and then under the heading "SEC Filings".
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