UPDATED: 7:33 p.m. April 24, 2008
Atlanta's Triarc to buy Wendy's for $2.34 billion
Owner of Arby's to pay $26.78 a share


The Atlanta Journal-Constitution
Published on: 04/24/08

Atlanta-based Triarc Cos. Inc., which moved from New York more than a year ago when it bought roast beef king Arby's, is adding burger giant Wendy's to its portfolio.

The company, owned by billionaire Nelsen Peltz, is buying the chain for about $2.34 billion in stock. It will create the third-largest fast-food chain in the country.

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The acquisition continues Atlanta's growth as a leader in the fast-food industry. The city is home to several national chains, including Chick-fil-A, Blimpie, Cinnabon, Church's, Popeyes Chicken & Biscuits and Schlotzsky's. Wendy's will remain headquartered in Dublin, Ohio, Triarc said.

"We do have a lot of advantages, one being that our economy looks a lot better than Ohio's," said Mark Newton, program director of the hotel, restaurant, tourism management program at Gwinnett Tech.

But Newton said there may be a deeper reason for Triarc's purchase of Wendy's. The burger chain, which has been on the auction block a while, has not adapted as well as competitors to the country's changing diet.

"Life has changed for them because a lot of people are not eating burgers as much as they used to," he said. "When you think of Wendy's, you think burgers, and that is not the image you want when everyone else is showing they have alternatives. Arby's has been able to improve its image, and maybe they hope to help Wendy's."

Roland Smith, Triarc's chief executive, said some Wendy's jobs likely will move, but he did not know how many. He also said some jobs would be lost in efforts to eliminate duplication, but that it was too early to give a number.

"It is likely that some of the folks at Wendy's will move to Atlanta," said Smith, will also become Wendy's CEO. "It's going to take a fair amount of time to go down and meet the people in Dublin."

He said the Atlanta office of Triarc has about 400 employees.

Pam Thomas Farber, daughter of Wendy's founder Dave Thomas, called the news devastating. The family had supported an alternate bid led by Wendy's franchisee David Karam, president of Cedar Enterprises Inc.

"It's a very sad day for Wendy's, and our family. We just didn't think this would be the outcome," Farber said.

Dave Thomas founded Wendy's in 1969 and became the face of the company when he began pitching his burgers and fries in television commercials in 1989. He died in 2002.

Triarc will pay $26.78 per share for the company, which has about 87 million shares outstanding. Wendy's stock closed Thursday at $26.39, up $1.07.

Under the terms of the deal, which is expected to close in the second half of the year, shareholders at Wendy's will receive 4.25 shares of Triarc Class A stock for each share of Wendy's.

Triarc said its shareholders will have to approve a charter amendment in which each share of its Class B stock will be converted into Class A stock.

The Wendy's board has been studying strategic alternatives since early last year, and expenses related to that contributed to the company's 72 percent drop in first-quarter earnings announced Thursday.

Wendy's said its profits totaled $4.1 million, or 5 cents a share, for the quarter ended March 30, compared with $14.7 million, or 15 cents a share, a year ago. Revenue was down to $513 million from $522 million a year ago.

The new company will include Wendy's in its name, but Smith said he was not ready to reveal what it will be.

The deal caps two chaotic years for Wendy's, in which it has sold or spun off operations, slashed its corporate staff and had its image tarnished by a woman who falsely claimed she found part of a finger in a bowl of chili.

Pushed by activist shareholders, Wendy's spun off its Tim Horton coffee-and-doughnut chain and sold its money-losing Baja Fresh Mexican Grill. Chairman and Chief Executive Jack Schuessler retired in March 2006, months after a woman and her husband were sentenced to prison for extortion for their plot in March 2005 to plant part of a human finger in a bowl of chili at a San Jose, Calif., Wendy's restaurant and claim it was served to the woman.

-- The Associated Press contributed to this article.

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