|1.||Why did the Board select Triarc?
After a 12-month comprehensive review of strategic alternatives for Wendys, a special committee of the board recommended, and the full board concluded, that this transaction was in the best interests of all Wendys shareholders and other stakeholders.
|2.||Who is Triarc? How can we learn more about the firm?
Triarc Companies, Inc. is a holding company and, through its subsidiaries, the franchisor of the Arbys® restaurant system. There are about 3,700 Arbys restaurants primarily in the U.S., including 1,100 company owned stores. According to Nations Restaurant News, Arbys is the 12th largest QSR chain overall. For more information, please visit Triarcs website at http://www.triarc.com.
|3.||Were there other interested bidders?
Details on the special committee process, including alternatives and other proposals considered by the Special Committee, will be available in the proxy statement to be filed with the SEC.
|4.||Is the transaction conditional?
Wendys and Triarc have executed a binding definitive agreement. The transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the approval of Triarc and Wendys shareholders. The transaction is expected to close in the second half of 2008.
|5.||Was there a premium placed on this transaction, and if so, how much?
The deal was valued by Wendys Board at $30.09 per share (4.25 x Triarcs 30-day trading average of $7.08), and was a 26.7% premium over Wendys $25.32 closing price on April 23, 2008.
|6.||Why did Wendys Board decide to sell the company? Why couldnt we remain an independent
The Board has a responsibility to make decisions that are in the best interests of the Company and its shareholders in addition to other stakeholders. As stated in the press release announcing the transaction, the merger with Triarc represents a superior value to what the Board anticipates our company would have generated as an independent company.
|7.||Is Kerrii Anderson still President and CEO?
Kerrii is committed to remain in place as CEO and President until the merger is completed.
|8.||What about the rest of Wendys senior executive team?
Wendys senior executive team will remain in place through the merger. We expect that decisions regarding the composition of the Wendys team will be made at the appropriate time. They will also work with Roland Smith and his team during the transition to develop plans and strategies following the merger.
|9.||What will Kerrii and the management team do during this interim period before the transaction
They will continue implementing the Companys strategic business plan, focused on growing
sales and profits in every Wendys restaurant.
|10.||What are the terms of Kerriis severance package?
They are detailed in the Companys last proxy statement and in the Form 10-K/A that was filed by Wendys with the SEC on April 28, 2008.
|11.||Do other executive officers have employment agreements?
Certain executive officers do. They were entered into prior to 2008, and they include provisions upon a change of control in the company. These arrangements will be described in Wendys proxy statement.
|12.||What are you doing to keep key employees during the transition?
The Company is considering retention incentives for certain employees.
|13.||Why is Roland Smith the right person to lead Wendys?
He is an experienced business leader who has led the rejuvenation of several companies, including Arbys Restaurant Group, where he has served as CEO since April 2006. He also successfully led the operational turnarounds and financial restructurings at both American Golf Corporation and AMF Bowling Worldwide. A graduate of the U.S. Military Academy at West Point, Mr. Smith also has held management positions at KFC International, Schering-Plough, Pepsi Cola International and Proctor & Gamble. Roland has stated that he and his wife plan to acquire a home in the Columbus area.
|14.||What are Roland Smiths priorities for Wendys?
We anticipate Roland will lay out his plans at the appropriate time. He held a conference call with the investment community on Apr. 30, 2008. The webcast is posted at www.Triarc.com under the investor relations section.
|15.||Is Roland Smith available for meetings with Wendys employees and franchisees to discuss his
vision and priorities?
Roland has met with the leaders of WNAP, FAC and WCAP, and will meet with corporate employees and hold a live webcast for franchisees and field employees on May 1, 2008.
|16.||Will Nelson Peltz be the chairman of Triarc after the merger?
Jim Pickett will continue to be Wendys chairman until the closing of the transaction. Wendys board continues to have the fiduciary responsibility to oversee the Company. As for the next chairman of Triarc, a decision will be made by their Board of Directors.
|17.||Will Wendys be represented on Triarcs Board of Directors?
The agreement states that after the merger two members of the Triarc Board will be designated by Wendys current board of directors.
|18.||What happens to Wendys Board of Directors?
Upon completion of the merger, the new board will lead the organization.
|19.||Can you explain in simple terms what Wendys shareholders will receive?
The merger is an all-stock transaction in which Wendys shareholders will receive a fixed ratio of 4.25 shares of Triarc shares for each share of Wendys common stock they own.
|For example, if you own 100 shares of Wendys stock when the merger is completed and Triarc stock is valued at $8 at the time, the value would be: 100 Wendys shares x 4.25 = 425 Triarc shares x $8 = $3,400. Of course, the value will vary, up and down, as Triarcs stock price varies.|
|20.||What type of shares will Wendy shareholders receive?
In the merger, Wendys shareholders will receive 4.25 shares of Triarcs Class A Common Stock for each Wendys share they own. In addition, under the terms of the agreement, Triarc shareholders will be asked to approve an amendment to Triarcs charter that will result in a post-merger company with a single class of common stock, which will eliminate the existing dual-class structure. The future combined company will have one class of stock and is expected to trade under the NYSE symbol WEN.
|21.||When will the transaction be completed?
We expect the merger to be consummated after shareholders of both public companies (Wendys and Triarc) cast their vote at a Special Meeting, and after all other conditions to the closing are met, which is expected to occur in the second half of 2008. This timeframe allows for completion of a proxy statement by Wendys and Triarc, review by and filing with the SEC, mailing to shareholders, review time for shareholders and then the eventual shareholders meetings and votes.
|22.||What other approvals are needed in addition to shareholder approval?
The transaction requires the expiration or termination of the waiting period under the provisions of the Hart-Scott-Rodino Antitrust Improvements Act, and other customary closing conditions.
|23.||When and where will the special meeting of shareholders to approve the transaction take
The meeting will be held at a time and location to be determined. This information will be included in the proxy statement distributed to Wendys and Triarc shareholders in connection with the merger.
|24.||What is the level of shareholder approval required?
Majority votes of shareholders of both companies as of the record date are required to approve the merger and related matters.
|25.||Will Wendys be incorporated into the name of the new company?
Under the terms of the merger agreement, Triarc will change its name post-merger to include the name Wendys as the first word.
|26.||Will Wendys continue to pay quarterly dividends?
Wendys plans to continue to pay its customary quarterly dividend until the completion of the merger. Future dividend policy for the combined company will be decided by the new Board of Directors.
|27.||What other corporate organizational changes can we expect to see?
That will be up to Roland Smith and the board of the merged companies. In the meantime, our executive leadership team will be working with Roland to facilitate a smooth transition.
|28.||Are there going to be any layoffs as a result of this announcement?
Triarc has stated that the Wendys and Arbys Brands will operate autonomously, with headquarters in Dublin and Atlanta, respectively. There will be a consolidated support center based in Atlanta that will oversee all public company responsibilities as well as other central service functions. How that support center will be staffed and what functions will be included have not been determined as yet.
|While no decisions have been made, as is typical in mergers, there will be an elimination of duplicate corporate functions and a streamlining of support services.|
|29.||Will there be a hiring freeze?
No. Approved and open positions can be filled pending normal approvals by supervisors and senior management.
|30.||What corporate functions will move to Atlanta?
That will be up to Roland and his team, and we do not anticipate changes to be made until the transaction is completed.
|31.||How do we handle requests from Triarc or Arbys for information or materials?
A process for handling requests from Triarc or Arbys will be developed and shared with you soon. Wendys will have a central point of contact, which will be finalized. If you are asked to provide any information to Triarc or Arbys employees, you should contact Wendys Corporate Affairs department (John Barker).
|32.||What happens to various Wendys employees benefit plans?
The merger agreement provides that from the closing of the merger until the end of 2008 Triarc will maintain existing employee benefits as they were immediately prior to the closing, excluding equity plan benefits (which, as indicated below, have already been approved for 2008) and extended health care coverage other than pursuant to COBRA. This would include Wendys retirement plans. Wendys will continue with termination of the U.S. Pension Plan as we had intended.
|For 2009, the merger agreement provides that Triarc will provide benefits that, in the aggregate, are not less favorable than the employee benefits (excluding extended health care coverage other than pursuant to COBRA) provided to Wendys employees immediately prior to the closing. We do not presently know the details of what Triarc plans to do with benefits in 2009.|
|Each Wendys employee shall be credited with his or her years of service with Wendys under the corresponding employee benefit plans of Triarc. In addition, each Wendys employee shall be immediately eligible to participate, without any waiting time, in any and all new plans to the extent coverage is comparable to the previous Wendys benefit plans, including medical, dental, pharmaceutical and/or vision benefits. As part of the agreement, with respect to medical, dental, pharmaceutical and/or vision benefits, Triarc will waive all pre-existing condition exclusions and actively-at-work requirements for each former Wendys employee and his or her covered dependents, unless such conditions would not have been waived under the comparable old plans of Wendys. There are also provisions that cover the handling of deductible, coinsurance and maximum out-of-pocket requirements during the period of transition from the old Wendys plans to new Triarc plans.|
|33.||What about stock options?
Once the merger is completed, all Wendys stock options awarded to employees in 2007 or earlier will become fully vested. They will be converted to stock options for Triarc, using the same 4.25 multiplier. The expiration date will remain the same (EX. 100 Wendys stock options @ $20/ share expiring 2010 will automatically convert to 425 Triarc stock options expiring 2010). The exercise price for the new Triarc options will be the aggregate exercise price of the Wendys stock option divided by the number of new Triarc options (in this example, $2000 ($20 x 100) divided by 425 = $4.70/ share).
|34.||What about Restricted Stock Units?
Once the merger is completed, all Wendys Restricted Stock Units awarded to employees in 2007 or earlier will become fully vested. They will be converted into restricted units of Triarc Class A common Stock, using the same 4.25 multiplier. The Wendys default method of selling a portion of the restricted stock units to cover applicable taxes shall remain in effect.
|35.||What about Performance Units?
All performance units become vested as if all performance objectives had been satisfied at the highest level by the Company and the grantee, and will be settled in cash within 30 days after the closing date.
|36.||Will there be an equity award for 2008?
The 2008 annual grant was approved by the Compensation Committee of Wendys Board of Directions (April meeting) and will be explained to participants in the near future.
|37.||What should employees do while the sale is being completed?
Stay focused on the business and the things they can control.
|38.||If employees leave before the deal is completed, how does it affect benefits?
Guidelines outlined in Wendys Policies and Procedures Manual apply.
|39.||Will Wendys Severance Policies remain in effect?
We expect Wendys severance policies to remain in effect for 2008. For 2009, the merger agreement provides that Triarc will provide benefits that, in the aggregate, are not less favorable than the employee benefits (excluding extended health care coverage other than pursuant to COBRA) provided to Wendys employees immediately prior to the closing.
|40.||What about entering into long-term contracts with outside vendors?
We want to keep our business moving forward, but you should check with your department head and senior management before entering into long-term contracts. You should also review any projects requiring significant capital expenditures or major changes to your department budgets. He or she, in turn, will consult with the executive leadership team.
|41.||Will Wendys International Foundation go away?
We hope to maintain Wendys Foundation and continue to, in Daves words, give back to the community.
|42.||How about support for the Dave Thomas Foundation for Adoption?
The Wendys family, particularly the franchise community, has a long tradition of supporting our signature cause, the Dave Thomas Foundation for Adoption, and we hope to continue this effort. The Foundation is an independent, public charity. Nelson Peltz, Peter May and Ed Garden have announced their intention to give $1 million to DTFA following the closing of the transaction.
|43.||What about continuation of the Wendys Political Action Committee?
Wendys International, Inc. Political Action Committee is a completely voluntary program funded by personal (not corporate) contributions donated by Wendys eligible U.S. franchisees and employees. The funds are used for political purposes. We would expect these activities to continue.
|44.||Will Wendys have a fall Update meeting?
Yes, it is planned for September. Details will be shared in the future.
|45.||What happens to Pasta Pomodoro?
We own a 29% interest in Pasta Pomodoro, and it has not yet been determined what will happen with this asset.
|46.||Will there be any combination of Arbys Purchasing Cooperative and Wendys Supply Chain?
This is something that would be determined following the successful completion of the merger.
|47.||What percentage of Arbys system is franchised?
Approximately 70 percent.
|48.||How many people work at Arbys corporate headquarters in Atlanta?
Approximately 400 people.
|49.||How can I learn more about Arbys and Triarc?
More information is available on Triarcs website at http://www.triarc.com.
|50.||What should I do if I have additional questions?
Weve created a method to address employee or franchisee questions. To submit your question, click here to reach WendysTriarcQuestionBox.com.
|Every effort will be made to respond in a timely manner, depending on the complexity of the question.|