UPDATE 1-Peltz's Triarc to buy Wendy's in a $2.34 bln deal

Thu Apr 24, 2008 9:00am EDT

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(Adds deal value, CEO quote, other details)

NEW YORK, April 24 (Reuters) - Wendy's International Inc has agreed to be bought by Triarc Cos Inc TRY.N, the investment arm of billionaire investor Nelson Peltz, in a deal valued at $2.34 billion that would bring Triarc's Arby's restaurant chain and Wendy's under one umbrella.

Under the terms of the deal, Wendy's shareholders would receive 4.25 Class A Triarc shares for each Wendy's share they own, the two companies said on Thursday. That would represent a premium of 5.7 percent to Wendy's shares, which closed at $25.32 on Thursday.

The deal is worth $2.34 billion based on the 87.41 million outstanding shares Wendy had as of Feb. 14, 2008, according to Reuters data.

Triarc would change its corporate name to include "Wendy's," but Arby's and Wendy's would operate as autonomous brand business units headquartered in Atlanta, Georgia, and Dublin, Ohio, respectively, both companies said.

Triarc's board of directors will be reconstituted with 12 members, including two directors nominated by Wendy's.

Roland Smith, Triarc's chief executive officer, will continue in that role for the combined company and will also become CEO of the Wendy's brand.

The new company expects to pursue expansion, primarily focused on breakfast meals, global expansion for both brands, and growth through future acquisitions and new unit development.

"Working together with the Wendy's team, we expect to improve margins significantly at Wendy's company-owned stores," Smith said. "We also expect to drive significant synergies and improve efficiency, resulting in substantial annual savings for our combined organization."

The deal, subject to regulatory approvals, is expected to close in the second half of 2008.

Investment bank JPMorgan Chase (JPM.N) advised Wendy's on the transaction. (Reporting by Jui Chakravorty, editing by Gerald E. McCormick and Dave Zimmerman)

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