This excerpt taken from the WEN 8-K filed Sep 15, 2008.
Closing Expected by End of September
ATLANTA, GA. and DUBLIN, OH – September 15, 2008 (BUSINESS WIRE) -- 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. Lewis is Senior Vice President of Distribution and Logistics for Walgreen Co.
Regarding the pending board changes, Mr. Smith said: “We are delighted to welcome Janet Hill and Randy Lewis to our organization and look forward to working with them as we execute our post-merger business strategies. I would also like to thank Russ Umphenour for his board service. Russ has been a great contributor to the Triarc board and we all wish him well in the future.”
The merger remains subject to other customary closing conditions. There can be no assurance that the merger will be consummated or that the anticipated benefits of the merger will be realized.