Said daughter, Nicola, leaned heavily on her experience of having a father to play Mark Wahlberg’s daughter in the upcoming Transformers: Age of Extinction, which feels like the 15th or 16th installment in the franchise but is actually only the fourth. In said film, according to the imperishable TransformersWiki, Wahlberg plays “widowed father and struggling inventor” Cade Yeager who “disapproves” of Nicola’s Tessa Yeager dating boys. Read more »
Martin Lipton isn’t exactly inviting Nelson Peltz and Barry Rosenstein to dinner. But he’ll take them over Carl Icahn, Dan Loeb or Bill Ackman, opponents of clients who he dislikes as much as the former two do the latter, and vice versa. Read more »
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
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”).
Presented without Comment:
April 18, 2008
Mr. James V. Pickett
Chairman of the Board
Wendy’s International, Inc.
4288 West Dublin-Granville Road
Dublin, Ohio 43017-0256
I am writing to you in my capacities as President of Trian Fund Management, L.P. and Vice Chairman of Triarc Companies, Inc.
As a large shareholder of Wendy’s, Trian is very concerned about the current direction of Wendy’s. On April 17, 2008, Trian and Triarc were informed that the Wendy’s special committee had rejected two acquisition proposals made by Trian and Triarc. One proposal called for the combination of Wendy’s and Arby’s while the other involved an acquisition of 100% of Wendy’s for over $900 million in cash with the balance in stock. Our proposals would have required the approval of the shareholders on each side of the transaction and neither of the proposals was conditioned on the receipt of third party financing. Our most recent proposals were summarily rejected in less than 24 hours.