Triarc Companies, Inc. (NYSE: TRY; TRY.B), the parent company of Arby’s
Restaurant Group, Inc., which is the franchisor of the Arby’s®
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®
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:
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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.
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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®
brand. Wendy's is the third-largest quick service hamburger chain in
the world with a legacy of superior quality and product innovation.
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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.
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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.
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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.
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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.