Wendy´s + Arby´s: shareholders approve merger

Dublin / OH. (wi) Triarc Companies Inc., the parent company of Arby´s Restaurant Group Inc. which is the franchisor of the Arby´s restaurant system, and Wendy´s International Inc., announced that their respective shareholders have approved all proposals related to the pending merger.

Upon consummation of the merger, 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 and Wendy´s expect that the merger will be consummated on or about September 29, 2008.

Under the merger agreement, Wendy´s shareholders will receive 4,25 shares of Triarc´s Class A common stock for each share of Wendy´s common stock that they own. In addition, 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.

Roland Smith, Chief Executive Officer of Triarc, said: «We are very pleased that the shareholders of both Triarc and Wendy´s have approved the merger, and we look forward to working together with employees of both companies in setting a new course for Wendy´s/Arby´s Group. We believe our combination represents a major strategic opportunity to create significant long-term value for all of our stakeholders, and we are working on a comprehensive integration plan and organizational structure to support enhanced operating performance at both brands. We intend to share more detailed plans regarding the new company as soon as practicable after the transaction closes».

Kerrii Anderson, CEO and President of Wendy´s, said: «We are committed to a seamless transition as the merger closes, working closely with the Triarc team. Wendy´s has a strong foundation with outstanding employees and franchisees to help drive growth for the new company».

Wendy´s/Arby´s Group will have a consolidated support center based in Atlanta, Georgia, which will oversee all public company responsibilities and shared service functions. The headquarters of the Wendy´s brand will remain in Dublin, Ohio and the headquarters of the Arby´s brand will remain in Atlanta, Georgia.

Triarc stockholders also approved the re-election of all eleven current members of Triarc´s Board of Directors. Following the stockholder meeting, the Triarc Board of Directors acted to: increase the size of the board to 12; accepted the resignation of one Triarc director, Russell V. Umphenour, Jr.; and appointed two current Wendy´s directors, Janet Hill and J. Randolph Lewis, to fill the resulting two open positions on the Board of Directors, all to be effective upon, and subject to, the closing of the merger. Ms. Hill is Vice President of Alexander & Associates, Inc., Washington, D.C., which provides corporate planning, advice and analysis to directors, executives and managers in the areas of human resource planning, corporate responsibility, communications and government consultation. Ms. Hill also serves as a director of Dean Foods Company and Sprint Nextel Corporation. Mr. Lewis is Senior Vice President of Distribution and Logistics for Walgreen Co.

Regarding the pending board changes, Smith said: «We are delighted to welcome Janet Hill and Randy Lewis to our organization and look forward to working with them as we execute our post-merger business strategies. I would also like to thank Russ Umphenour for his board service. Russ has been a great contributor to the Triarc board and we all wish him well in the future». The merger remains subject to other customary closing conditions. There can be no assurance that the merger will be consummated or that the anticipated benefits of the merger will be realized.

_{About: Triarc is a holding company and, through its subsidiary Arby´s Restaurant Group Inc., is the franchisor of the Arby´s restaurant system. Arby´s is the second largest restaurant franchising system in the sandwich segment of the United States quick service restaurant industry. As of June 29, 2008, there were a total of 3’719 Arby´s restaurants in the system, including 1’169 Company-owned and 2’550 franchised locations.}

_{About: Wendy´s is primarily engaged in the business of operating, developing and franchising a system of distinctive quick-service restaurants serving high quality food. As of June 29, 2008, there were 6’625 Wendy´s restaurants in operation in the United States and in 21 other countries and territories. Of these restaurants, 1’402 were operated by Wendy´s and 5’223 by Wendy´s franchisees.}