Triarc, Wendy's shareholders approve merger; transaction to close on or about Sept. 29

By Lisa Kerner

Charlotte, N.C., Sept. 15 - Triarc Cos., Inc. and Wendy's International, Inc. said their respective shareholders approved all proposals related to the companies' pending merger at separate meetings on Monday.

In April, Arby's restaurant franchisor Triarc agreed to acquire Wendy's, a quick-service restaurant chain, in an all-stock transaction.

Wendy's shareholders will receive a fixed ratio of 4.25 shares of Triarc class A common stock for each share of Wendy's common stock they own.

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, Triarc said.

Arby's and Wendy's will continue to operate as autonomous brand business units based in Atlanta and Dublin, Ohio, respectively, according to Triarc.

Once the merger is completed on or about Sept. 29, 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 stockholders also re-elected all 11 members of the company's board at their special meeting, a company news release said.

Following the election, the Triarc board increased its size to 12 members, accepted the resignation of Triarc director Russell V. Umphenour Jr. and appointed two current Wendy's directors, Janet Hill and J. Randolph Lewis, to fill the resulting open positions.

Hill is vice president of Alexander & Associates, Inc. and a director of Dean Foods Co. and Sprint Nextel Corp. Lewis is senior vice president of distribution and logistics for Walgreen Co.

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