Business Services Industry

Triarc Reports First Quarter 2008 Results

Business Wire, May 9, 2008

Roland Smith continued, "We are very excited about the Wendy's merger and the many opportunities it presents. We believe there are significant opportunities to drive incremental cash flow by re-energizing the Wendy's brand, improving its operations and margins at company-owned stores, and right-sizing the combined company's corporate structure. We look forward to updating our stockholders on this transformative transaction with a joint proxy statement/prospectus to be filed with the Securities and Exchange Commission in the next few weeks."

Merger Agreement With Wendy's

On April 24, 2008, Triarc announced a definitive merger agreement with Wendy's for an all stock transaction in which Wendy's shareholders will receive 4.25 shares of our Class A Common Stock for each share of Wendy's common stock 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.

The transaction is subject to regulatory approvals, customary closing conditions and the approval of both Triarc stockholders and Wendy's shareholders. There can be no assurance that shareholder and other approvals will be obtained or that the merger will be consummated. The transaction is expected to close in the second half of 2008. Triarc and Wendy's expect to file with the Securities and Exchange Commission a joint proxy/prospectus statement in the next few weeks.

Deerfield Distribution

On December 21, 2007, Triarc completed the sale of its stake in Deerfield & Company LLC, an asset management business, to DFR. Based on a decline in the market price of the 9.8 million shares of DFR common stock we received in connection with our sale of the asset management business to DFR, we concluded that the carrying value of our DFR investment was impaired. As a result, in the first quarter of 2008, we recorded an other than temporary loss which is included in "Investment income (loss), net," of approximately $68.1 million. On March 11, 2008, Triarc's Board of Directors approved the distribution of DFR common stock to Triarc stockholders and on April 4, 2008, the DFR stock was distributed to holders of record of Class A Common Stock and Class B Common Stock on March 29, 2008.

About Triarc

Triarc is a holding company and, through its subsidiaries, is currently the franchisor of the Arby's restaurant system which is comprised of approximately 3,700 restaurants, of which, as of March 30, 2008, 1,156 were owned and operated by our subsidiaries.

Forward-Looking Statements

This press release contains certain statements that are not historical facts, including, importantly, information concerning possible or assumed future results of operations of Triarc Companies, Inc. and its subsidiaries (collectively "Triarc" or the "Company"), and those statements preceded by, followed by, or that include the words "may," "believes," "plans," "expects," "anticipates," or the negation thereof, or similar expressions, that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). All statements that address Triarc's operating performance, the proposed transaction between Triarc and Wendy's International, Inc. ("Wendy's") or the combined company; expectations with respect to the future financial or business performance; strategies or expectations; synergies, efficiencies, overhead savings, costs charges and capitalization and anticipated financial impacts of the merger transaction and related transactions; approval of the merger transaction and related transactions by shareholders; the satisfaction of the closing conditions to the merger transaction and related transactions; the timing of the completion of the merger transaction and related transactions; and other events or developments that are expected or anticipated to occur in the future, including statements relating to revenue growth, earnings per share growth or statements expressing general optimism about future operating results, are forward-looking statements within the meaning of the Reform Act. Our forward-looking statements are based on our expectations at the time such statements are made, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors. Our actual results, performance and achievements may differ materially from any future results, performance or achievements expressed or implied by our forward-looking statements. For all of our forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Reform Act. Many important factors could affect our future results and could cause those results to differ materially from those expressed in, or implied by the forward-looking statements contained herein. Such factors, all of which are difficult or impossible to predict accurately, and many of which are beyond our control, include, but are not limited to, (1) changes in the quick service restaurant industry; (2) prevailing economic, market and business conditions affecting Triarc and Wendy's; (3) conditions beyond Triarc's or Wendy's control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting Triarc's and/or Wendy's customers or food supplies or acts of war or terrorism; (4) changes in the interest rate environment; (5) changes in debt, equity and securities markets; (6) changes in the liquidity of markets in which Triarc or Wendy's participates; (7) the availability of suitable locations and terms for the sites designated for development; (8) cost and availability of capital; (9) adoption of new, or changes in, accounting policies and practices; and (10) other factors discussed from time to time in Triarc's and Wendy's news releases, public statements and/or filings with the SEC, including those identified in the "Risk Factors" sections of Triarc's and Wendy's Annual and Quarterly Reports on Forms 10-K and 10-Q. Other factors include the possibility that the merger does not close, including due to the failure to receive required stockholder/shareholder or regulatory approvals, or the failure of other closing conditions.


 

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