New Company will be Named Wendy's/Arby's Group, Inc.
ATLANTA & DUBLIN, Ohio, Sep 29, 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(R)
restaurant system, and Wendy's International, Inc. (NYSE: WEN),
announced today that they have completed their merger transaction.
Effective immediately, the combined company will be named Wendy's/Arby's
Group, Inc.
Roland C. Smith, President and Chief Executive Officer of Wendy's/Arby's
Group, said: "I am delighted to announce the
completion of this merger, which creates a world-class company with the
strength, scale and expertise necessary to thrive in a competitive
restaurant environment. As one company, we are well-positioned to
deliver long-term value to our stockholders through enhanced operational
efficiencies, improved product offerings, shared services and strong
human capital. We have worked together diligently to close this
transaction over the past several months, and will push forward with
that same intensity."
Under the merger agreement, Wendy's
shareholders received 4.25 shares of Triarc's
Class A common stock for each common share of Wendy's.
In addition, each outstanding share of Triarc Class B common stock,
Series 1, was converted into one share of Triarc Class A common stock,
resulting in a post-merger company with a single class of common stock.
Commencing on Tuesday, September 30, 2008, the combined company will
trade under the symbol "WEN"
on the New York Stock Exchange. In addition, the company will unveil a
new corporate web site at www.wendysarbys.com
concurrently with the opening of the stock market on that date.
Also effective today, the Company's Board of Directors was expanded from
11 to 12 members. As previously announced, Russell V. Umphenour, Jr. has
resigned and two former Wendy's directors,
Janet Hill and J. Randolph Lewis, have been appointed to the Board of
Directors. Additionally, Roland C. Smith has assumed the position of
President and Chief Executive Officer of Wendy's/Arby's
Group and Chief Executive Officer of Wendy's,
Thomas A. Garrett has assumed the role of President and Chief Executive
Officer of Arby's, Michael I. Lippert has
assumed the role of Chief Operating Officer of Arby's,
J. David Karam has assumed the position of President of Wendy's,
Stephen D. Farrar has assumed the position of Chief Operating Officer of
Wendy's and Kenneth C. Calwell has assumed
the position of Chief Marketing Officer of Wendy's.
Nelson Peltz, non-executive Chairman of the Board of Directors of Wendy's/Arby's
Group, said: "Our Board is very pleased to welcome Janet Hill and Randy
Lewis and we look forward to working with them as we build our new
restaurant company. We would also like to thank Russ Umphenour for his
valuable contributions to the Triarc Board over the years. We wish him
all the best in his future endeavors."
Wendy's/Arby's
Group plans to hold a conference call for analysts and investors in
early November to discuss third quarter financial results, as well as to
provide an update on the progress of the combined company's merger
integration activities.
About Wendy's/Arby's
Group, Inc.
Wendy's/Arby's
Group, Inc. is the third largest quick-service restaurant company in the
United States and is the franchisor of the Wendy's(R)
and Arby's(R)
restaurant systems. The combined restaurant systems include more than
10,000 restaurants in 50 states and 21 countries worldwide. To learn
more about Wendy's/Arby's,
please visit the company's web site at www.wendysarbys.com,
which will be available beginning on September 30, 2008.
Forward-Looking Statements
This press release contains certain statements that are not historical
facts, including, importantly, information concerning possible or
assumed future results of operations of Wendy's/Arby's
Group, Inc. and its subsidiaries (collectively "Wendy's/Arby's
Group" or the "Company").
Those statements, as well as statements preceded by, followed by, or
that include the words "may,"
"believes," "plans,"
"expects," "anticipates,"
or the negation thereof, or similar expressions, constitute "forward-looking
statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Reform
Act"). All statements that address future
operating performance; expectations with respect to future financial or
business performance; strategies or expectations; future synergies,
efficiencies, overhead savings, costs or charges; future capitalization;
and anticipated financial impacts of recent or pending transactions are
forward-looking statements within the meaning of the Reform Act. The
forward-looking statements are based on our expectations at the time
such statements are made, speak only as of the dates they are made and
are susceptible to a number of risks, uncertainties and other factors.
Our actual results, performance and achievements may differ materially
from any future results, performance or achievements expressed or
implied by our forward-looking statements. For all of our
forward-looking statements, we claim the protection of the safe harbor
for forward-looking statements contained in the Reform Act. Many
important factors could affect our future results and could cause those
results to differ materially from those expressed in, or implied by the
forward-looking statements contained herein. Such factors, all of which
are difficult or impossible to predict accurately, and many of which are
beyond our control, include, but are not limited to: (1) changes in the
quick service restaurant industry; (2) prevailing economic, market and
business conditions affecting the Company, including competition from
other food service providers; (3) conditions beyond the Company's
control such as weather, natural disasters, disease outbreaks, epidemics
or pandemics impacting the Company's
customers or food supplies or acts of war or terrorism; (4) changes in
the interest rate environment; (5) changes in debt, equity and
securities markets; (6) increasing costs associated with food, supplies,
energy, fuel, distribution and labor; (7) the availability of suitable
locations and terms for the sites designated for development; (8) cost
and availability of capital; (9) adoption of new, or changes in,
accounting policies and practices; and (10) other factors discussed from
time to time in the Company's news releases,
public statements and/or filings with the SEC, including those
identified in the "Risk Factors"
sections of Triarc's and Wendy's
Annual and Quarterly Reports on Forms 10-K and 10-Q.
All future written and oral forward-looking statements attributable to
us or any person acting on our behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to above.
New risks and uncertainties arise from time to time, and it is
impossible for us to predict these events or how they may affect us. We
assume no obligation to update any forward-looking statements as a
result of new information, future events or developments, except as
required by federal securities laws. In addition, it is our policy
generally not to make any specific projections as to future earnings,
and we do not endorse any projections regarding future performance that
may be made by third parties.
SOURCE: Wendy's/Arby's Group, Inc.
Wendy's/Arby's Group, Inc.
Analysts/Financial Media:
John Barker, 614-764-3044
john.barker@wendysarbys.com
or
Analysts:
Kay Sharpton, 678-514-5292
kay.sharpton@wendysarbys.com
or
Media-Wendy's brand:
Denny Lynch, 614-764-3553
denny_lynch@wendys.com
or
Media-Arby's brand:
John Gray, 678-514-4500
jgray@arbys.com