No surprise that, having won Wendy’s, Nelson plans to let the blades fly in today’s 13D/A filing. Still… ouch.
Agreement and Plan of Merger
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On April 23, 2008, Triarc, Wendy’s International, Inc. (“Wendy’s”) and a wholly-owned subsidiary of Triarc (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into Wendy’s, with Wendy’s as the surviving corporation (the “Merger”) and as a result of the Merger, Wendy’s will become a wholly-owned subsidiary of Triarc. Pursuant to the Merger Agreement, each outstanding share of common stock of Wendy’s will be converted into 4.25 shares of fully paid and non-assessable shares of Class A Common Stock (the “Merger Consideration”).
Also under the Merger Agreement, Triarc agreed that it will fix its board of directors at twelve members, 10 of which shall be current directors of Triarc and two of which shall be current Wendy’s directors designated by Wendy’s and reasonably acceptable to Triarc. The two Wendy’s designees shall be nominated for election at the next meeting of Triarc’s stockholders at which directors are to be elected.
But don’t forget the juicy goodness in the Merger Agreement either…
At any and all times during meetings of the board of directors, Wendy’s shall provide, at Wendy’s expense, a selection of current menu items.
Agreement and Plan of Merger [EDGAR]
SC 13D/A [EDGAR]
mmmm frosty
Does that include the spicy baconator???
Gotta get on that Board!!!!!!!!!!!
ep is boring, more bl please
Bess, stop bad-mouthing EP under the mask of “guest.” I prefer EP’s experience to Bess’ snarkiness any day. Not trying to start anything here…just saying…
@11:30– “not trying to start anything here”? I call bull shit.
I prefer the use of a thesaurus to the overly-used and completely lame term ‘snarky’ any day. Not trying to start anything here..just saying…http://thesaurus.reference.com/…try it.
I’ve been involved in Snark hunting. Snarky and snarkiness should be restricted to describing Snarks.
aww snarks. do you guys remember that cartoon on nickelodeon back in the day with the little undersea creatures that had those penis-looking appendages growing from their heads?
aww snarks. remember that cartoon on nickelodeon back in the day with the little undersea creatures that had those penis-looking appendages growing from their heads?
Fuck that shit, any place that sells something called “the Baconator” is all right in my book. The only problem is that ever since Diageo sold Burger King to TPG, they’ve had two competent competitors instead of one.
I believe those were snorks. A boojum snark would handle them any day of the week and twice on Sunday.
I was snarking in bed last night….
snarkalicious
-mrp
Stop snarkin’! Word is bond.
All Wendy’s needs is a couple more products (maybe normal shakes) and a total change in advertising.
Whose bright idea was it to go all freak weird with people falling into holes and guys with Wendy’s hair floating up to the ceiling? Freaking nightmare.
Wendy’s was always that wholesome, natural place where you pictured your granddad in the back making your burger and the current ad team screwed that up.
It’s enough I have that creepy Burger King popping up in bed like a burger pedophile. Wendy’s went that route to no good result.
They need to go back a midwestern wholesome, cleancut fuddy duddy message, and just rotate more products through the lineup. I don’t know if Peltz can get it done unless Arby’s is some royal example of genius itself.
Ooh, this is a great idea, giving the directors a taste of the company’s products. For example, directors at UBS could be paid in ARS instead of cash. Or Delta’s directors could be flown to the meeting on Delta flights, with the requisite cancellations, surly customer service, and poopy babies in the seat behind them.
For the love of god, bring back the damn pitas!!!
Where’s the beef?
snarf