Closing Expected by End of September
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 their respective shareholders have approved all
proposals related to the pending merger.
Upon consummation of the merger, the combined company will be called
Wendy’s/Arby’s
Group, Inc. and will trade under the symbol “WEN”
on the New York Stock Exchange. Triarc and Wendy’s®
expect that the merger will be consummated on or about September 29,
2008.
Under the merger agreement, Wendy’s
shareholders will receive 4.25 shares of Triarc’s
Class A common stock for each share of Wendy’s
common stock that they own. In addition, each outstanding share of
Triarc Class B common stock, Series 1, will be converted into one share
of Triarc Class A common stock, resulting in a post-merger company with
a single class of common stock.
Roland Smith, Chief Executive Officer of Triarc, said: “We
are very pleased that the shareholders of both Triarc and Wendy’s
have approved the merger, and we look forward to working together with
employees of both companies in setting a new course for Wendy’s/Arby’s
Group. We believe our combination represents a major strategic
opportunity to create significant long-term value for all of our
stakeholders, and we are working on a comprehensive integration plan and
organizational structure to support enhanced operating performance at
both brands. We intend to share more detailed plans regarding the new
company as soon as practicable after the transaction closes.”
Kerrii Anderson, CEO and President of Wendy’s,
said: “We are committed to a seamless
transition as the merger closes, working closely with the Triarc team.
Wendy’s has a strong foundation with
outstanding employees and franchisees to help drive growth for the new
company.”
Wendy’s/Arby’s
Group will have a consolidated support center based in Atlanta, Georgia,
which will oversee all public company responsibilities and shared
service functions. The headquarters of the Wendy’s
brand will remain in Dublin, Ohio and the headquarters of the Arby’s
brand will remain in Atlanta, Georgia.
Triarc stockholders also approved the re-election of all 11 current
members of Triarc’s Board of Directors.
Following the stockholder meeting, the Triarc Board of Directors acted
to: increase the size of the board to 12; accepted the resignation of
one Triarc director, Russell V. Umphenour, Jr.; and appointed two
current Wendy’s directors, Janet Hill and J.
Randolph Lewis, to fill the resulting two open positions on the Board of
Directors, all to be effective upon, and subject to, the closing of the
merger. Ms. Hill is Vice President of Alexander & Associates, Inc.,
Washington, D.C., which provides corporate planning, advice and analysis
to directors, executives and managers in the areas of human resource
planning, corporate responsibility, communications and government
consultation. Ms. Hill also serves as a director of Dean Foods Company
and Sprint Nextel Corporation. Mr.
