25.07.2008 15:09:00
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Triarc Announces Plans for Key Leadership Positions at Wendy's upon Completion of Merger
Triarc Companies, Inc. (NYSE: TRY, TRY.B, "Triarc"), the franchisor of
the Arby’s®
restaurant system ("Arby's"), announced today that following the closing
of the pending merger between Wendy's International, Inc. (NYSE: WEN,
"Wendy's") and Triarc, J. David Karam, 50, will assume the position of
President of Wendy’s®;
Stephen D. Farrar, 57, will assume the position of Chief Operating
Officer of Wendy’s; and Ken C. Calwell, 46,
will assume the position of Chief Marketing Officer of Wendy’s.
The merger of Wendy’s and Triarc is expected
to close in the second half of 2008.
In assuming the role of President of Wendy’s
after the closing, Mr. Karam will succeed Kerrii B. Anderson, who
currently serves as both President and Chief Executive Officer. As
announced on April 24, 2008, Roland Smith, Triarc’s
Chief Executive Officer, will also assume the position of Chief
Executive Officer of Wendy’s. Mr. Farrar will
succeed Dave Near, who will resume his role as a leading Wendy’s
franchisee. Mr. Calwell will succeed Paul Kershisnik, who was named
interim Chief Marketing Officer in February 2008. Mr. Kershisnik will
continue in his role as interim CMO through the closing of the merger
and then plans to work closely with Calwell in a senior leadership role
in marketing.
Mr. Karam currently is a minority shareholder and serves as President of
Cedar Enterprises, Inc., which owns and operates 135 Wendy’s
Old Fashioned Hamburgers restaurants in Indianapolis, Las Vegas, San
Antonio, Hartford and Seattle. Cedar Enterprises is also the parent
company of Syrus, Ltd., which provides information processing services
designed to increase operating productivity and financial performance
for nearly 20% of the Wendy’s
franchise-operated restaurants throughout the country. As a franchisee,
Mr. Karam was the recipient of the Founders Award in 1990, honoring R.
David Thomas, and the Diamond Award for the National Marketer of the
Year in 1998. Prior to joining Cedar Enterprises, Inc., he was a Senior
Auditor at Touche & Ross (now Deloitte). He holds a BSBA in accounting
from The Ohio State University and completed the Owner President
Management Program at the Harvard University Graduate School of Business
Administration.
In connection with joining Wendy’s as
President, Mr. Karam will relinquish management of the day-to-day
operations of Cedar Enterprises and its subsidiaries and resign from
their respective boards of directors. Mr. Karam will continue as a
minority shareholder of Cedar Enterprises and will dispose of his
interest in Syrus, Ltd.
Mr. Farrar returned to Wendy’s in April 2008
as Chief of North American Operations in the U.S. and Canada after
retiring in 2006. In his current role, he is responsible for improving
restaurant operations at company and franchise restaurants in all three
U.S. regions and Canada. During his 26-year career with Wendy’s,
Mr. Farrar served in a variety of roles where his achievements included
helping to establish Wendy’s Service
Excellence™ program, pioneering Wendy’s
Super Value Menu®, creating a human resources
planning and development system, and developing numerous planning and
control systems to reduce costs. He was one of the system’s
most respected leaders and seasoned operators with a track record that
earned him a Wendy’s Hall of Famer
distinction. Before joining Wendy’s, Mr.
Farrar held various positions at Restaurant Profitability Analysts,
Pelican’s Restaurants, Ten Tex Food, Steak
and Ale Restaurants, and McDonald’s. He
attended the University of Texas, Arlington.
Mr. Calwell most recently served as Chief Marketing Officer–Executive
Vice President, Marketing, Research and Development at Domino’s
Pizza, Inc., where he was responsible for the leadership of all national
marketing, brand strategy, advertising, new product development,
database marketing, media, field marketing, pricing, marketing research,
R&D, CRM, and sports and event marketing. Prior to joining Domino’s
in 2001, Mr. Calwell served as Vice President, New Product Marketing,
Researching, and Planning at Wendy’s.
Previously, Mr. Calwell held various marketing positions in the
Frito-Lay and Pizza Hut divisions of PepsiCo, Inc. and at The Pillsbury
Company. He holds an M.B.A. from Indiana University and a B.B.A. from
Washburn University.
Roland Smith stated, "A key element in
realizing the great potential of the Wendy’s
brand and generating enhanced value for shareholders is to build a
premier team that will drive a performance-based culture grounded in
Wendy’s heritage of quality and operational
excellence. With the appointment of three high-caliber and well
respected individuals to key leadership roles, we are taking an
important first step toward improving Wendy’s
performance and achieving our growth objectives. With extensive
backgrounds in the Wendy’s organization and
years of operating experience, these executives are uniquely qualified
to help lead Wendy’s during the next phase of
growth and development. This is certainly a very exciting time to be
part of the Wendy’s family.”
Smith continued, "Together with Kerrii
Anderson, I wish to thank Dave Near for playing an integral part in Wendy’s
operational initiatives over his two years as COO, and we look forward
to his ongoing contributions as he returns to his previous role as a
leading franchisee of Wendy’s restaurants in
Austin, Texas. I also want to thank Paul Kershisnik who led Wendy’s
marketing initiatives over the last several months and will continue to
lead the team through closing of the merger.”
On April 24, 2008, Triarc and Wendy’s signed
a definitive merger agreement for an all-stock transaction in which Wendy’s
shareholders will receive a fixed ratio of 4.25 shares of Triarc Class A
Common Stock for each share of Wendy’s common
stock they own. The transaction will bring together Arby’s
and Wendy’s, two leading quick service
restaurant brands distinguished by traditions of quality food and
service. The combined systems will have approximately 10,000 restaurant
units and pro forma annual system sales of more than $12 billion,
positioning it as the nation’s third largest
quick service restaurant company.
About Triarc
Triarc is a holding company and, through its subsidiary Arby’s
Restaurant Group, Inc., Triarc is the franchisor of the Arby’s®
restaurant system Arby’s is the largest
restaurant franchising system specializing in the roast beef sandwich
segment of the quick service restaurant industry. The Arby’s
restaurant system is comprised of approximately 3,700 restaurants, of
which, as of June 29, 2008, 1,169 were owned and operated by Triarc’s
subsidiaries.
About Wendy's
Wendy’s is primarily engaged in the business
of operating, developing and franchising a system of distinctive
quick-service restaurants serving high quality food. As of June 29,
2008, there were 6,625 Wendy’s restaurants in
operation in the United States and in 19 other countries and
territories. Of these restaurants, 1,402 were operated by Wendy’s
and 5,223 by Wendy’s franchisees.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger, Triarc filed with the SEC a
registration statement on Form S-4 (Registration No. 333-151336)
containing a preliminary joint proxy statement/prospectus and other
relevant materials. The final joint proxy statement/prospectus will be
mailed to the stockholders and shareholders of Triarc and Wendy’s.
BEFORE MAKING ANY VOTING DECISION, TRIARC AND WENDY’S
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 SEC’s website (www.sec.gov).
You may also obtain these documents, free of charge, from Triarc’s
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 Wendy’s
website (www.wendys.com) under the
tab "Investor” and
then under the heading "SEC Filings.
Triarc, Wendy’s and their respective
directors, executive officers and certain other members of management
and employees may be soliciting proxies from Triarc and Wendy’s
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 Wendy’s
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 Triarc’s 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
Wendy’s 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 Wendy’s at the website
locations described above.
Consummation of the proposed merger between Triarc and Wendy’s
remains subject to approval by the stockholders of both companies,
regulatory approvals and other customary closing conditions. There can
be no assurances that the transaction will be consummated or that the
anticipated benefits and synergies of the transaction will be realized.
Forward-Looking Statements
Statements herein regarding the proposed transaction between Triarc and
Wendy’s, 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 Wendy’s;
(3) conditions beyond Triarc’s or Wendy’s
control such as weather, natural disasters, disease outbreaks, epidemics
or pandemics impacting Triarc’s and/or Wendy’s
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 Wendy’s 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 Triarc’s
and Wendy’s news releases, public statements
and/or filings with the Securities and Exchange Commission (the "SEC”),
especially the "Risk Factors”
sections of Triarc’s and Wendy’s
Annual and Quarterly Reports on Forms 10-K and 10-Q, which are available
at the SEC’s 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 Wendy’s caution that the foregoing list
of factors is not exclusive.
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