Wendy's International, Inc. 425
Filed by Wendys International, Inc.
Pursuant to Rule 425
under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934, as amended
Subject Company: Wendys International, Inc.
Commission File No: 1-08116
Triarc and Wendys
Merger Conference Call
April 30, 2008
Operator: Good afternoon everyone. My name is Debbie and I will be your conference Operator today.
At this time, I would like to welcome everyone to the Triarc Wendys Merger Conference Call. All
lines have been placed on mute to prevent any background noise and todays call is being recorded.
In
addition to being recorded, todays call is being web cast at
www.wendys-invest.com and
also www.triarc.com. There are also slides at those web addresses that are meant to be viewed in
conjunction with the formal remarks. After todays speakers remarks, there will be a question and
answer session.
I would like to now turn the call over to Mr. Steve Hare, Chief Financial Officer of Triarc.
You may begin, sir.
Steve Hare: Thank you, Operator and good afternoon everyone. We welcome those of you joining us by
telephone or the internet. With me on todays call is Roland Smith, Triarcs Chief Executive
Officer and Kerrii Anderson, Wendys Chief Executive Officer. On April 23rd, 2008, Triarc and
Wendys signed a Definitive Merger Agreement. Our primary objectives of scheduling this call are
to discuss the merits of this landmark business combination and to begin an ongoing communications
process to provide you with the information you need to assess this transaction and the post-merger
company.
During the course of the presentation, we may make forward-looking statements including
statements among others regarding Triarc and Wendys expectations, goals, or objectives. We refer
you to the cautionary language about forward-looking statements and other matters on Slide 2 and 3
and refer you to the risk factor disclosures Triarc and Wendys make in their respective Annual
Reports on Form-10K.
Please move to Slide number 4. Were going to start today by giving you a summary of why we
are excited about this merger, a brief
business overview of Arbys and as part of that discussion, give you a chance to get to know who we
are. Well then provide a transaction overview and discuss the strategic rationale for the merger.
Most importantly, well discuss the highlights of our plan to create long-term value for our
current and future shareholders. However, please understand that we are in the process of
preparing a Joint Merger Proxy, which will contain a full explanation of the proposed transaction
and we will be limited in what information we can share with you today.
Before I turn the call over to Roland, Kerrii Anderson has some opening comments. Kerrii?
Kerrii Anderson: Yes, thanks, Steve. As many of you know, over the past 12 months the Special
Committee of Wendys Board of Directors has conducted a rigorous strategic review process. The
Wendys Board concluded that the transaction will create the greatest value for Wendys
shareholders. The Wendys Board appreciates the patience and the dedication of our shareholders,
franchisees, and employees during this process.
As these two organizations merge, we are committed to supporting employees and franchisees so
that we can all focus on our brand and our customers. The entire Board and the Management Team is
committed to working closely with the Triarc team to make this transition as smooth and seamless as
possible to position the company for success.
With that, I turn it over to Roland.
Roland Smith: Thank you, Kerrii. First, we are very excited about the merger and the many
opportunities it presents. Also, I want to second Kerriis remarks that we too, appreciate the
patience and dedication of Wendys and Triarc shareholders and both brands franchisees and
employees during this process.
If you will move to Slide 5, Id like to summarize up front what we see as the key investment
highlights of this merger. This transaction will be a combination of two iconic brands with over
10,000 restaurants in the U.S. and approximately $12.5 billion in system-wide sales. Both brands
enjoy strong franchise systems and when managed autonomously, will be engines for our future
growth. Through our extensive due diligence, we recognized there are significant opportunities for
creating margin improvement and G&A cost savings over time, which I will review in further detail
later in this presentation.
Additionally, Ill highlight some of our plans for driving revenue growth. A resulting
combined company will have a strong balance sheet and generate attractive free cash flow.
Importantly, we believe the inherent strength of these brands combined with revenue growth and
margin
improvements will allow us to close the valuation gap with our restaurants peers. Before I dive
into the details, I would likeI thought it would be important to provide you a brief introduction
of myself and Steve, which is outlined on Slide number 6.
Over the years, Triarc has been a holding company with a collection of various businesses
spanning multiple industries making it difficult for restaurant analysts and investors to
understand and follow Arbys. Since Steve and I joined Arbys, Triarc has completed a corporate
restructuring to create a peer play restaurant company. Today, Triarc is Arbys.
Ive had two tours at Arbys; first from 1994 to 1999, then from 2006 to the present and the
six years in between, I successfully led the operational turnarounds and financial restructurings
at American Golf and AMF Bowling Worldwide. Ive held management positions in marketing and
operations at KFC International, Schering Plough, Pepsi-Cola International, and Proctor & Gamble.
As for Arbys, I originally served as President and CEO from February 1997 to April 1999, where I
was responsible for leading both the restructuring and marketing rejuvenation of the brand.
I returned to Arbys in 2006 to finalize the integration of our then largest franchisee, RTM
Restaurant Group. RTM has been a very successful transaction for us and it will ultimately enable
Triarc to take the steps to become the pure play restaurant company it is today.
Steve Hare, Triarcs CFO, has been Arbys CFO since 2006. He has held senior positions at
several large publicly traded companies, including Cadmus Communications, AMF, where we worked
together, as well as James River. Prior to these corporate posts, Steve was an investment banker
on Wall Street with Kidder Peabody and began his career in accounting with Ernst & Young. Steve is
a highly capable and experienced financial executive, who will be invaluable as we shape our
financial strategy and communicate to our stakeholders in the future. Additionally, there is a
depth of restaurant experience on the Arbys team, who you will be meeting in the months ahead.
Now, Id like to provide you an overview of Arbys business. Please turn to Slide 8. We are
the second largest sandwich chain in the U.S. While you may know of our 40-plus year history of
hand carved roast beef, we are also an industry leader in premium sandwiches, subs, wraps, and
salads, under the market fresh brands. Many of these products are displayed on this slide,
including our signature beef and cheddar, curly fries, and jamoca shake.
Our current restaurant system is roughly 3,700 units across the U.S. and Canada, and generates
system-wide sales of approximately $3.5 billion. Slide 9 provides a snapshot of our U.S.
geographic footprint. While
we are clearly a national brand, we still have a lot of under penetrated markets. For example, we
have strong penetration in the Midwest, like Ohio, where we have almost 300 restaurants but we
believe theres ample opportunity for growth throughout much of the U.S. In fact, our goal for
Arbys is to add another 1,500 new units in the U.S. over time.
Slide 10 shows we own and operate 30% of our locations across the system, primarily from the
Sybra acquisition in 2002 and the RTM acquisition in 2005. Our company-owned restaurants produced
strong EBITDA and will continue to be an important part of our earnings. Over the years, we have
produced stable growth in restaurant units. We have plans to open 50 company units and expect
franchisees to open approximately 100 units in 2008. We also have commitments from franchisees to
open almost 400 new units in the future. We have a history of same store sales growth, although as
our 2007 comps suggest, we faced many of the same industry wide challenges as our peers. These
include a slowing economy and rising costs.
In 2008, we had a number of new marketing and operating initiatives to address these
challenges. First, a significant increase in national advertising spending focusing on the unique
qualities and benefits of our food. Second, a strong product and promotional calendar which
includes product extensions, new product offerings and increased emphasis on value. And third, we
recently launched a new advertising campaign featuring the Arbys Rescue Brigade, whose mission is
saving the world from ordinary fast food.
Moving to Slide 11, Arbys has a track record that we can leverage going forward. Our success
is based on a high performance ownership culture. We recruit the best people in the industry and
then we incent them to perform. Our top performers are well compensated and this drives
outstanding operating results. As we like to say at Arbys, Operations is not a department, it is
our core competency.
Our history includes a demonstrated track record of successful operational turnarounds. For
example, our Management Team, many of whom were with RTM for decades, has a history of acquiring
and turning around franchisees, including completing 39 acquisitions of 519 restaurants from 1997
to 2005. Improvements in revenue and profitability were broad based. More recently, we have been
able to apply this operational expertise and best practices to our existing company-owned stores,
which led to margin improvement in excess of 300 basis points at these stores.
More importantly, we have a history of delivering same store sales growth and strong margins,
and understanding our financials will become easier since Triarc has involved into a pure play
restaurant company.
Now, Id like to turn it back over to Steve to provide an overview of the transaction. Steve?
Steve Hare: Please turn to Slide 13. A week ago today, we signed a Definitive Merger Agreement,
which has been approved by the Boards of both companies. The deal terms include Wendys
shareholders receiving 4.25 shares of Triarc Class A Common Stock for each Wendys share they own.
The transaction requires a majority of the shareholders of both companies who approved the merger.
The combined company will include Wendys as the first word in its name and will likely trade as
WEN on the New York Stock Exchange.
We will be filing a Joint Proxy Statement in the coming weeks that is subject to a customary
SEC review. Once we go effective with our Joint Proxy, we will schedule shareholder meetings for
both sets of shareholders to vote on the transaction. We would expect the transaction to close
sometime in the second half of 2008.
Please go to Slide 14. The post-merger company will be incorporated in Delaware. We will
have a shareholder-friendly corporate governance structure and as evidenced by our call today, we
will be committed to proactive, ongoing communication with all of our stakeholders. Per the terms
of the Merger Agreement, the Board will have 12 members, including two directors nominated by
Wendys. As part of the shareholder vote, Triarc shareholders will be asked to approve a Charter
Amendment, resulting in a post-merger company with a single class of common stock, which will
eliminate Triarcs existing dual class structure.
Arbys and Wendys will operate as autonomous business units headquartered in Atlanta,
Georgia, and Dublin, Ohio, each led by brand CEOs. This organization will allow each business to
be completely dedicated to brand delivery and operational improvements. Finally, we will create a
consolidated support center headquartered in Atlanta to manage all public company responsibilities
and other shared services.
Roland will serve as the CEO of the parent company, as well as of the Wendys brand. Tom
Garrett will become the CEO of the Arbys brand and I will serve as the CFO of the parent company.
As you may be aware, Nelson Peltz and Peter May, currently Directors on the Triarc Board, together
own 35% of the voting power of Triarcs outstanding stock. They have committed to vote their
shares in favor of the transaction.
Trian Partners, through its beneficial ownership of 9.8% of Wendys stock, has agreed to vote
its shares in favor of the transaction. Nelson and Peter will continue as directors of the
combined company and along with Trian will have an approximate 10% economic beneficial interest in
the combined entity.
Roland?
Roland Smith: So, lets get into the transaction rationale, which starts with a discussion of
Wendys on Page 16. As you know, Wendys is the third largest quick service hamburger chain in the
world with more than 6,600 restaurants and system-wide sales of approximately $9 billion. The
brand is over 39 years old and a true American icon that has a long history of quality and
innovation.
To that point, theyve earned numerous accolades over the years and recently they were awarded
best burger and number one in food quality among all QSR megachains according to the 2007 Zagat
Survey. So, while there are many qualities and performance attributes we admire, there are others
that need improvement and were confident that we have the plans to address these as you will see
on Slide 17.
As we completed our due diligence, we identified three areas of significant opportunity.
Re-energizing the brands, improving operations and margins, and right sizing the corporate
structure. As part of re-energizing the brand, we see the need to revitalize the advertising
message to better target the right customers and improve the brand connection with those customers
by focusing on the quality heritage created and nurtured by Dave Thomas.
Post-closing, this is an area we will immediately begin to address together with Wendys
franchisees and management. We also want Wendys to re-emerge as a leader in product innovation.
We expect to leverage opportunities to introduce new, high quality products and expand dayparts
like breakfast and snacks. Equally important, the process of testing new products and efficiently
rolling them out to the system needs to be improved.
In summary, revitalizing the advertising message, product innovation, and improved execution
go hand-in-hand with customer traffic improvement and comp sales growth.
As we re-energize the brands, we also need to improve Wendys store operations and margins by
developing an ownership mentality at company-owned stores. This is the key to unlocking the
greatest opportunity in our merger; an estimated $100 million of incremental EBITDA. What gives us
confidence in that number? Well, as part of our due diligence, we
looked at the Wendys Restaurant
system to identify and understand performance trends and key metrics of company-owned stores and
its franchisees. We identified three key findings.
First, Wendys company-owned store level margins are more than 400 basis points below where
they were six years ago. Second, we believe franchisees EBITDA margins are currently superior to
company-owned locations by about 600 basis points on lower average unit volumes. And third, we
stacked up Wendys and Arbys current EBITDA margins and while not perfectly comparable due to
product differences, there appears to be a gap of over 800 basis points.
We believe there are significant opportunities to improve labor and controllable expenses
along with some opportunity in food costs, aggregating about 500 basis points. With over $2
billion in sales, 500 basis points of margin improvement would generate $100 million of incremental
EBITDA for the Wendys brands. Now, I dont want to suggest we can flip a switch and drive an
additional $100 million in EBITDA at Wendys company-owned stores overnight; however, based on our
analysis and the track record of running great restaurants, we believe substantial progress to this
goal can be achieved over an approximate two- to three-year period. That said, we will be in a
much better position to evaluate and refine the timeframe after the transaction closes.
We have also identified corporate structure efficiencies and synergies of approximately $60
million. Our estimates of these savings were generated from a bottom up analysis of all major
functional areas of G&A by my senior team, and took into consideration costs at both Wendys and
Arbys. We also considered differences in size and complexity at Wendys and other structural
differences that might impact G&A requirements.
Finally, we took into account which functions might be redundant between the two companies, as
well as opportunities to leverage shared services. We believe we can achieve these efficiencies
and synergies, but like the operating improvements, these savings will take approximately two to
three years to fully realize.
Also, its important to reiterate we will leave Wendys and Arbys brand business units
autonomous, completed dedicated to brand delivery and operational improvements.
While the most significant opportunities we have are to re-energize the brand, improve
restaurant level margins and right size the corporate structure, we also believe there are other
interesting opportunities for growth as outlined on Slide 18.
We believe both brands have revenue opportunities by continuing daypart expansion, including
breakfast, snacks, and late nights. Unit development is also a key driver. Specifically, we
believe Arbys has a 5,000 unit potential in the U.S., as I said earlier. International also
represents a
substantial opportunity. Both brands are under-penetrated in foreign markets compared to other
major QSRs. And although we know the global opportunity will take time, people, and effort, we
believe this combination gives both brands a more powerful platform to leverage resources.
With that, let me turn it back over to Steve to wrap up.
Steve Hare: Thanks, Roland. If youd turn to Slide 20, weve summarized some key numbers to help
you get started with your analysis of the transaction. Triarc is issuing approximately 371 million
shares to Wendys shareholders, which will result in pro forma shares outstanding of 464 million.
Weve calculated 2007 EBITDA for Wendys and Triarc; weve added our estimate of pro forma EBITDA
opportunities to yield combined pro forma EBITDA of over $600 million. Our pro forma capital
structure will have approximately $900 million in net that. As a result, we will have a moderately
leveraged balance sheet with substantial cash flow. We certainly think that this combination
creates an exciting opportunity for investors based on the pro forma multiple and combined with the
improved platform for growth.
To summarize on Slide 21, we will have two leading brands in the QSR space with stable and
highly leverageable franchise models and as a combined entity, we see significant potential for
margin improvement, substantial cash flow, and an improved platform for growth. We would hope to
see this combination result in a higher multiple for our new company relative to what either
company could individually command today. And to that point, we see an opportunity to close the
valuation gap with our restaurant peers.
Now, before we open up the line for questions, I need to remind everyone that we will be
limited in what we can say about the transaction and that well be more or less quiet until the
Joint Proxy Statement is filed sometime over the next few weeks. After the filing, however, I want
you all to know that our intention is to have an open dialogue with shareholders and to be as
transparent as possible about our business.
Thank you for your time today. Roland and I will now take your questions. Operator?
Operator: Thank you. Ladies and gentlemen, our question and answer session is conducted
electronically. Please press the star key followed by the digit one on your touch-tone phone. If
using a speakerphone, please disengage your mute function to allow your signal to reach our
equipment.
Again, well be glad to take your questions at this time, by pressing star one and
well pause just a moment to assemble the roster.
Our first question today will come from Michael Gallo with C.L. King.
Michael Gallo: Hi, good afternoon. A couple of questions. I was wondering, I guess, if you look
at the capital structure of the combined company, clearly youre going to be under leveraged
relative to what certainly the combined company can support. I was wondering as we look at some
credit market normalization down the road, whether thats something that you plan to revisit upon
closing of the transaction or your thoughts on that. Thank you.
Steve Hare: Yes, Michael, this is Steve. You know I think the advantage we have is that as Ive
mentioned with the net debt position of about $900 million, were certainly at a good starting
point, especially in this environment, to have moderate financial leverage to start. I think once
we have the combined company with the Board, I think we would sit down and have some discussions
around financial strategy and goals around future leverage and thats something that we would share
with you obviously, as we develop that with the Board, going forward.
Michael Gallo: Okay. Great. And then just a final question. Im not sure to what degree you
could talk about this yet, Roland, but you mentioned in your prepared remarks that there was an
opportunity for the two brands together to drive faster international growth than either brand
separately. I was wondering if it was possible to elaborate on that. Would that involve selling
franchise licenses of the two brands in a dual way in some countries or any color you can give us
on that? Thank you.
Roland Smith: Sure, Michael. As I mentioned and you referred to in my prepared remarks, we think
that the international opportunity is very exciting. Many of our QSR brand competitors are taking
full advantage of the international market and we would like to take advantage of that with these
two great brands.
With that said, its going to take time, its going to take people, and its going to take
resources and we believe one of the things that we might bring to the international market is these
two great brands that will allow prospective franchisees to get excited about what they might be
able to develop in their own country or market.
Michael Gallo: Okay. Great. Thats very helpful and congratulations again on the transaction.
Operator: Well take our next question from Arnie Ursaner with CJS Securities.
Arnie Ursaner: Hi, good afternoon. Can you hear me okay.
Steve Hare: Could you get a little closer to the phone?
Arnie Ursaner: Is that a little better?
Steve Hare: Thats better.
Arnie Ursaner: Okay. Question regarding your pro forma EBITDA number. Included in that, you have
the $100 million of margin improvement and $60 million of operational synergies, but I think in
your prepared remarks you indicated those are goals you hope to achieve over two to three years.
Which is correct?
Steve Hare: No, no. Its definitely over the two to three year timeframe. What were showing you
is the 2007 base EBITDA as reported and as adjusted for Wendys, but again, as reported in the
10-Ks. And then what weve cited is the pro forma on top of that, the full amount of the savings
that will take two to three years to generate but certainly not day one.
Arnie Ursaner: Okay. And one of the items in Triarcs numbers that is excluded in the EBITDA that
you show are some compensation payments. Can you give us any feel for the structure of the
payments that have been made to Trian for the services of Nelson and Peter in the combined entity?
Steve Hare: Yes. For the combined entity going forward, what we have istheres really two
contractual relationships with Trian. One is a Trian Management Services Agreement, where they
provide a significant amount of M&A services, and theyve been helping us obviously on this
transaction. Thats a contract that runs through the middle of 2009 and then we also have an
investment fund at the parent company level of Triarc, which has a market value today of about $100
million. That is managed by Trian for our benefit and they receive customary investment management
fees for that fund.
Arnie Ursaner: And the Triarc debt, the key component of that was non-recourse to Triarc or to
Arbys. In this new structure, will that also be non-recourse for the combined entity?
Steve Hare: No. At this point, and weve got some more work to do there, but at this point, the
deal will be done where the existing credit agreement for Arbys will stay in place and the
existing debt of Wendys will also stay in place.
Arnie Ursaner: Final question for me if I can. I know on Triarc, we had expected approximately $50
million or so of capital spending for new
restaurants. Do you expect thatis that your sense of
that number and can you give us some feel for the expected cap ex on Wendys for new stores?
Steve Hare: I think at this point, I really can only speak to the Arbys side of the business. Our
plans, as Roland mentioned, are to open 50
new stores this year and that will drive cash cap ex of in the $50 million range for 2008.
Arnie Ursaner: Okay. Thank you very much.
Operator: Again, ladies and gentlemen just a reminder, it is star one if youd like to ask a
question today. Our next question will come from Eelin See with Credit Suisse.
Eelin See: Actually, my question has been answered. Thank you.
Operator: Well go next to Richard Whitman with Benchmark Capital.
Richard Whitman: Yes, thank you. Mike Gallos questions were my questions; asked and answered.
Thank you.
Operator: Well go next to Kyle Kruger with Apollo Capital.
Kyle Kruger: Yes, will you talk about -the 2007 base EBITDA and then layer on the synergies that
are going to take place over a two to three year period? Ex those synergies, what kind of EBITDA
growth rate would you expect to see out of the combined company?
Steve Hare: This is Steve. Let me take a crack at that. I think we will need first to get inside
and put a combined business plan together that we would share with you down the road. I think as
we look at the Arbys business plan that we have shared with our Board, what we look at is between
the same store sales growth that we think is achievable for the rest of this year, as well as the
development of new units and some of the cap ex around remodeling initiatives that help drive the
top line. We think that we can generate revenue growth of around 7% and from that well have to
see what we can do from a margin standpoint. But the emphasis on the Arbys side has always been
around maintaining very high margins and that will continue to be our focus going forward. Well
have to provide more information to you as we put the combined business plan together for both
brands.
Kyle Kruger: Okay. And I wasnt sure whether this $634 million in EBITDA goal is your two to three
year goal or whether there would still be some underlying growth there, ex these synergies. I
guess l there will be growth or is
this really a number that we ought to be looking at two to three
years out when these synergies are fully realized?
Steve Hare: When we get our Merger Proxy to you that may help give you a fuller answer. This is
just a quick snapshot. Its just really a
mathematical calculation to share with you. The numbers that we have that we can share with you are
the 2007 actuals. And, then just to tie in, to give you an idea of the upside potential, as we
attack the two big opportunities that Roland has talked about the $100 and the $60 million. But,
again, these will take a number of years and obviously, we hope the EBITDA will be increasing; a
base EBITDA we would hope to be increasing over those years as well.
Kyle Kruger: Okay. Okay. Gotcha. And in terms of the Trian Agreement, can you detail what the
terms of that agreement are?
Steve Hare: Its all in the 10-K, but like I said, its a consulting arrangement primarily for M&A
services and it contractually runs through the middle of 2009. All the amounts are laid out in the
10-K.
Kyle Kruger: Including pro forma for Wendys?
Steve Hare: No, the contractual arrangement with Trian is just for services to Triarc.
Kyle Kruger: Right, right.
Steve Hare: So, the Wendys transaction will have no impact on that contract.
Kyle Kruger: Gotcha. Yes. Okay. So, its not going to be expanded in conjunction with this
merger?
Steve Hare: No.
Operator: Ladies and gentlemen, this does conclude the question and answer session.
Ill now turn it back to management for closing remarks.
Steve Hare: Thank you all for participating with us today. As we go forward with this transaction,
we will be preparing a Joint Proxy, which we will file in the next couple of weeks, which we hope
will answer many of the questions that you will have as we move forward.
We look forward to communicating and working with you in the future. Thanks for joining us.
Operator: Ladies and gentlemen, thank you for your participation. This does conclude the
conference and you may now disconnect your phone line.
Statements herein regarding the proposed transaction between Triarc Companies, Inc. (Triarc) and
Wendys International, Inc. (Wendys), future financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined company and any other
statements about future expectations constitute forward looking statements. These forward-looking
statements involve significant risks and uncertainties that could cause the actual results to
differ materially from the expected results. Most of these factors are outside our control and
difficult to predict. Factors that may cause such differences include, but are not limited to, the
possibility that the expected synergies will not be realized, or will not be realized within the
expected time period, due to, among other things: (1) changes in the quick service restaurant
industry; (2) prevailing economic, market and business conditions affecting Triarc and Wendys; (3)
conditions beyond Triarcs or Wendys control such as weather, natural disasters, disease
outbreaks, epidemics or pandemics impacting Triarcs and/or Wendys customers or food supplies or
acts of war or terrorism; (4) changes in the interest rate environment; (5) changes in debt, equity
and securities markets; (6) changes in the liquidity of markets in which Triarc or Wendys
participates; (7) the availability of suitable locations and terms for the sites designated for
development; (8) cost and availability of capital; (9) adoption of new, or changes in, accounting
policies and practices; and (10) other factors discussed from time to time in Triarcs and Wendys
news releases, public statements and/or filings with the Securities and Exchange Commission (the
SEC), especially the Risk Factors sections of Triarcs and Wendys Annual and Quarterly Reports
on Forms 10-K and 10-Q, which are available at the SECs website at http://www.sec.gov. Other
factors include the possibility that the merger does not close, including due to the failure to
receive required stockholder or regulatory approvals, or the failure of other closing conditions.
Triarc and Wendys caution that the foregoing list of factors is not exclusive. Although we believe
that the assumptions underlying the projected results and other forward-looking statements are
reasonable as of the date hereof, any of the assumptions could be inaccurate and therefore, there
can be no assurance that the projected results or other forward-looking statements included in this
presentation will prove to be accurate and the variations could be material. In light of the
significant uncertainties inherent in such projected results and other forward-looking statements
included herein, the inclusion of such information should not be regarded as a representation of
future results or that the objectives and plans expressed or implied by such forward-looking
statements will be achieved. None of Triarc, Wendys or any of their affiliates or representatives
warrants or guarantees any such forward-looking statements in any way. We do not undertake and
specifically decline any obligation to disclose the results of any revision that may be made to any
forward-looking statements to reflect events or circumstances after the date of such statements or
to reflect the occurrence of anticipated or unanticipated events. The information contained in this
presentation relating to Wendys or Triarc has been derived from
publicly available information and
from information provided by such party and its representatives, and has not been independently
verified by the other party and no warranty is made by such other party that such information is
accurate.
In connection with the proposed merger, Triarc will file with the SEC a Registration Statement on
Form S-4 that will include a joint proxy statement of Triarc and Wendys and that also constitutes
a prospectus of Triarc. Triarc and Wendys each will mail the proxy statement/prospectus to its
stockholders. Before making any voting decision, Triarc and Wendys urge investors and security
holders to read the proxy statement/prospectus regarding the proposed merger when it becomes
available because it will contain important information. You may obtain copies of all documents
filed with the SEC regarding this transaction, free of charge, at the SECs website (www.sec.gov).
You may also obtain these documents, free of charge, from Triarcs website (www.triarc.com) under
the heading Investor Relations and then under the item SEC Filings and Annual Reports. You may
also obtain these documents, free of charge, from Wendys website (www.wendys.com) under the tab
Investor and then under the heading SEC Filings.
Triarc, Wendys and their respective directors, executive officers and certain other members of
management and employees may be soliciting proxies from Triarc and Wendys stockholders in favor of
the stockholder approvals required in connection with the merger. Information regarding the
persons who may, under the rules of the SEC, be considered participants in the solicitation of the
Triarc and Wendys stockholders in connection with the stockholder approvals required in connection
with the proposed merger will be set forth in the proxy statement/prospectus when it is filed with
the SEC. You can find information about Triarcs executive officers and directors in Amendment No.
2 to its Annual Report on Form 10-K, filed with the SEC on April 25, 2008. You can find
information about Wendys executive officers and directors in its Amendment No. 1 to its Annual
Report on Form 10-K, filed with the SEC on April 28, 2008. You can obtain free copies of these
documents from Triarc and Wendys using the contact information above.