(Adds deal value, CEO quote, other details)
NEW YORK, April 24 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
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
"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
(Reporting by Jui Chakravorty, editing by Gerald E. McCormick
and Dave Zimmerman)