ATLANTA — Arby's parent Triarc Cos. Inc. and Wendy's International Inc. have announced their proposed merger will come up for vote at the respective companies' shareholders' meetings Sept. 15, 2008.
The boards of directors of Triarc and Wendy's have approved the transaction and urge shareholders to approve the merger and the related proposals.
Shareholders of record at both companies as of Aug. 5, 2008, will be mailed the joint proxy statement/prospectus included in the registration statement. Triarc stockholders are invited to attend its annual meeting of stockholders Sept. 15 at 11 a.m. Eastern time at The Waldorf-Astoria Hotel in New York.
Wendy's shareholders are invited to attend its special meeting of shareholders Sept. 15 at 11 a.m. Eastern time at Wendy's corporate headquarters in Dublin, Ohio. The main purpose of the Wendy's meeting is to tally votes from shareholders regarding the proposed merger.
Key highlights of the merger include:
- 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 also will 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.
- Arby's and Wendy's will operate as independent business units headquartered in Atlanta, and Dublin, Ohio, respectively. Support center services will be headquartered in Atlanta to include all public company responsibilities and other shared services.
- 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. common stock is expected to trade on the New York Stock Exchange under the symbol "WEN."
