Wendy's, Triarc Merger Approved

    Industry News | September 15, 2008
    Today Arby’s and Wendy’s shareholders approved the proposed $2 billion merger of the two quick-serve companies. The board of directors from both companies urged stockholders/shareholders to vote in favor of the merger and related proposals, which cause financial changes for the brands but keep both chains distinctly separate.

    “We believe our combination represents a major strategic opportunity to create significant long-term value for all of our stakeholders,” says Arby's parent company, Triarc, CEO, Roland Smith. “We are working on a comprehensive integration plan and organizational structure to support enhanced operating performance at both brands.” He went on to say that more detailed plans of the new company will be available once the transaction closes.

    There are some details, however, that have already been made public.

    As a result of today’s vote, Wendy’s shareholders will receive 4.25 shares of Triarc Class A common stock for each Wendy’s share they own. In addition, Triarc stockholders were asked to also change each Triarc Class B common stock, series 1, into one share of Triarc Class A common stock, which would result in a single class of common stock.

    Despite post-merger stock changes, Arby’s and Wendy’s will operate as independent businesses, both maintaining their existing headquarters with Arby’s in Atlanta and Wendy’s in Dublin, Ohio. According to an earlier statement released jointly by both companies in August, “This organization will enable each business to completely focus on brand delivery, customer satisfaction, and operational improvements.”

    Not all aspects of the business will be separate, though. The newly named 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 new company will also trade under the symbol "WEN" on the New York Stock Exchange.

    Combining the two quick-serve companies will bring more than 10,000 restaurants and about $12 billion in annual systemwide sales under the Wendy’s/Arby’s Group umbrella. But that isn’t enough for the new No. 3 quick-serve brand, behind McDonald’s and YUM! Brands. In a pre-merger statement, the companies named international expansion as “a substantial growth opportunity,” since both brands are underpenetrated in foreign markets.

    Both companies expect the merger to be consummated by September 29. Wendy’s/Arby’s Group will be incorporated in Delaware.

    --Blair Chancey

    News and information presented in this release has not been corroborated by WTWH Media LLC.