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Wendy's Bloodbath

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").

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]


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