Trian Partners Commences Tender Offer for up to 40 Million Shares of Wendy's/Arby's Group for $4.15 in Cash Per Share
Trian Fund Management, L.P. announced today that funds managed by it are commencing a partial tender offer to purchase up to 40 million shares of Class A Common Stock, or approximately 8.5% of the shares outstanding, of Wendy's/Arby's Group, Inc. at a purchase price of $4.15 per share.
Wendy's/Arby's is the parent company of Wendy's International, Inc. and Arby's Restaurant Group, Inc. and Trian Partners is one of Wendy's/Arby's largest stockholders. The tender offer will expire, unless extended, at 12:00 midnight, New York City time, on December 5, 2008. The offer price represents approximately a 26% premium over Wendy's/Arby's closing stock price of $3.29 on November 5, 2008, the last full trading day before the commencement of the offer. The tender offer will be subject to customary conditions for transactions of this type, but is not subject to any financing condition.
Trian Partners will purchase all shares properly tendered and not properly withdrawn in the tender offer, subject to pro-ration. Tenders of shares must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to the expiration of the tender offer. If the tender offer is fully subscribed and completed, the total payments made by Trian Partners will aggregate $166 million. If more than the number of shares Trian Partners seeks to purchase are properly tendered, Trian Partners will purchase shares on a pro rata basis. Trian Partners reserves the right to increase or decrease the number of shares it is seeking in the tender offer, subject to applicable laws and regulations.
Trian Partners, together with its affiliates, currently beneficially own 52,059,387 shares of Wendy's/Arby's common stock, representing approximately 11.1% of the issued and outstanding Wendy's/Arby's common stock. If the tender offer is fully subscribed and completed, Trian Partners, together with its affiliates, will beneficially own approximately 19.6% of the issued and outstanding Wendy's/Arby's common stock.
The Information Agent for the tender offer is Innisfree M&A Incorporated. The Depositary for the tender offer is American Stock Transfer & Trust Company, LLC. The Dealer Manager for the tender offer is Banc of America Securities LLC. The Offer to Purchase, Letter of Transmittal and related documents are being mailed to Wendy's/Arby's stockholders of record and will be made available for distribution to beneficial owners of Wendy's/Arby's common stock.
The complete terms and conditions of the tender offer, including important U.S. income and withholding tax considerations relating to the tender offer, are contained in the Offer to Purchase included as an exhibit to the Tender Offer Statement on Schedule TO being filed today with the U.S. Securities and Exchange Commission (SEC).
- Wendy’s/Arby’s Group Reports 4th Quarter and Full-Year 2009 Results
- Wendy's Restaurant Opens in Singapore
- Wendy's/Arby's Group Reports 3rd Quarter 2009 Results
- Andy Skehan Joins Wendy's/Arby's Group as Senior Vice President, Wendy's/Arby's International
- Wendy's/Arby's Group, Inc. Reports 2nd Quarter 2009 Results
- Johnny Rockets Rides Into Two Six Flags Theme Parks
- Spicy Pickle to Open Two Special Venues
- Rick's Cabaret International, Inc. and VCG Holding Corp. Extend Letter of Intent to Merge to March 31, 2010
- Nevistas Offers Hotel Sale Leaseback Financing Program for Flagged Hotels
- Green Mountain Coffee Roasters, Inc. Extends Tender Offer to Acquire Diedrich Coffee
