Wendy's International (WEN)

Acquisition of RTM Restaurant Group

On July 25, 2005, Triarc completed transactions acquiring substantially all of the net assets of the Group and resulting in the merger of the Group and Arby’s Restaurant Group Inc. The resulting entity will operate solely in the restaurant business as the franchisor of the Arby’s restaurant system and the owner of the Arby’s restaurant operations of Arby’s Restaurant Group, Inc.

In connection with this transaction, the aggregate purchase price of the Group is currently estimated to be $368,674 consisting of (1) $175,000 in cash, subject to a post-closing adjustment; (2) 9,684,000 shares of Triarc Class B Common Stock, Series 1, issued from treasury with a fair value of $145,265 as of July 25, 2005, based on a closing price of $15.00 per share as of June 2, 2005; (3) $21,817 in repayment of debt, including related accrued interest and prepayment penalties, assumed but not an obligation of the entities included in the acquisition; (4) stock options to purchase 774,000 shares of Triarc’s Class B Common Stock, Series 1, with a fair value of $4,127 as of July 25, 2005, calculated using the Black-Scholes Model, issued in exchange for existing stock options of the Group; and (5) $22,465 in expenses related to the acquisition, of which a portion was paid or accrued by the Group and is expected to be reimbursed by Triarc and is recorded in Reimbursable transaction costs in the accompanying Combined Balance Sheet at May 29, 2005.

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