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Triarc, Wendy's shareholders approve merger
September 14, 2008
DUBLIN, Ohio — Triarc Cos. Inc., parent company of Arby's Restaurant Group Inc. and Wendy's International Inc., has 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 Sept. 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.
Wendy's/Arby's Group will have a consolidated support center based in Atlanta, 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.
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 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, all subject to the closing of the merger.
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. She also serves as a director of Dean Foods Co. and Sprint Nextel Corp. Lewis is senior vice president of distribution and logistics for Walgreen Co.
The merger remains subject to other customary closing conditions.
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