Wendy's International, Inc. 425
Filed by Wendys International, Inc.
Pursuant to Rule 425
under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934, as amended
Subject Company: Wendys International, Inc.
Commission File No: 1-08116
TO: |
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Wendys Employees |
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FROM: |
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Kerrii Anderson |
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DATE: |
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May 16, 2008 |
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RE: |
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Business and Triarc-Wendys Merger Agreement Update |
In this memo, I will update you on the business and where we stand with the announced
Triarc-Wendys merger.
BUSINESS UPDATE
Our priority continues to be driving sales, transactions and store profit margins at every Wendys
restaurant. After a challenging first quarter, our performance in April was encouraging with
positive same-store sales for the month at both company and franchise stores. During May we are
seeing positive customer feedback and higher than expected product mix with our high quality Go
Wraps, which are distinctive in the marketplace with our premium center-cut chicken.
As food costs continue to rise and consumers feel pinched at the gas pumps, we will continue to
evolve our total value strategy with new products and pricing. You will be hearing more about this
on a special Value Strategy live webcast on May 27.
Looking ahead, we are excited about introducing and promoting Frosty Shakes and Warm
Chicken Salads. These products will reinforce Wendys quality positioning and continue to make
Waaaay Better Than Fast Food both a brand promise and an operational reality.
We are excited, too, about our Fathers Day Frosty Weekend promotion on June 13-15, and
many activities planned around the Wendys system to promote the cause of adoption and support the
Dave Thomas Foundation for Adoption. You will see aggressive public relations and advertising to
support this effort and raise consumer awareness. We look forward to your participation in this
wonderful event.
As announced, our 2008 Fall Update meeting will be held in San Antonio on Sept. 22-23. This
will be an important gathering for our company employees and franchise operators. We will discuss
business plans, honor our best operators, recognize outstanding marketing programs and introduce
Roland Smith, who is CEO of Triarc-Arbys. We will provide more information about the Fall Update
meeting soon.
MERGER UPDATE PROCESS
Triarc has emphasized that this merger will create opportunities for success greater than either
the Arbys or Wendys brand can achieve alone. The merger of our two systems will result in the
nations third largest fast food restaurant company with
approximately 10,000 stores in the two systems
generating more than $12 billion in combined systemwide sales. Triarc has stated that a company of
this size with two dedicated brand teams and a support organization will be filled with
opportunities for top performers to excel and achieve professional growth.
Over the coming months, there are many transition planning details to work through. We are focused
diligently on:
1. |
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Communications. Our pledge is to communicate
details of the merger as they unfold, as
well as important information. As you know, Roland already participated in a lobby event to
introduce himself to our employees and to discuss the process we will follow to prepare for
the merger. We published a Q&A about the merger and related issues, and will continue to
update the Q&A with accurate and complete facts. Please contact any member of the
Executive Management team with any questions or concerns. Also, as rumors are often untrue,
please allow us the opportunity to address them. Again your support and cooperation are both
valued and appreciated. |
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2. |
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Best Practices Integration. Roland said his goal is to create two world class
autonomous and independent brand teams, and a consolidated Support Center to provide shared
services to those teams. Arbys and the Support Center will be located in Atlanta, and Wendys
will remain in the Columbus, Ohio area. Over the next few months, teams from Arbys and Wendys will begin
to lay the ground work on integration. Arbys Chief Administrative Officer Sharron Barton will lead this project and
coordinate with John Barker on our Wendys team. Details of the
process will be provided as soon as possible. Our goal is to work together to leverage
collective strengths and best practices of both brands. |
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3. |
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Our Values. The simple but powerful values instilled in Wendys by our founder Dave
Thomas of Quality is our Recipe, Do the Right Thing, Treat People with Respect, Profit
is Not a Dirty Word and Give Something Back are as important today as ever.
Arbys shares similar values, and while the words may be different, the
concepts of integrity, accountability, innovation, teamwork and
respect are shared by both brands. Throughout this
transition, Wendys values will continue as our guiding principles as we work together with
the Triarc-Arbys team. |
Finally, and on a personal note, thank you for your dedication and ongoing service to Wendys. We
all need to stay focused on performing our jobs and supporting our restaurants and franchisees.
While the successful completion of the merger is important, running great restaurants is the key to
our success. Through times of change, it is more important than ever to remember Customers
First!
__________________
Additional Information about the Merger and Where to Find It
In connection with the proposed merger, Triarc will file with the SEC a Registration Statement on
Form S-4 that will include a joint proxy statement of Triarc and Wendys and that also constitutes
a prospectus of Triarc. Triarc and Wendys each will mail the proxy statement/prospectus to its
stockholders. Before making any voting decision, Triarc and Wendys 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 SECs website
(www.sec.gov). You may also obtain these documents, free of charge, from Triarcs 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 Wendys
website (www.wendys.com) under the tab Investors and then under the heading SEC
Filings.
Triarc, Wendys and their respective directors, executive officers and certain other members of
management and employees may be soliciting proxies from Triarc and Wendys 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 Wendys 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 Triarcs executive officers and directors in its Amendment No.
2 to its Form 10-K filed with the SEC on April 25, 2008. You can find information about Wendys
executive officers and directors in its Amendment No. 1 to its Form 10-K filed with the SEC on
April 28, 2008. You can obtain free copies of these documents from Triarc and Wendys using the
contact information above.
Safe Harbor Statement
Certain information in this memo, particularly information regarding future economic performance
and finances, and plans, expectations and objectives of management, is forward looking. The
following factors, in addition to other possible factors not listed,
could affect Wendys
actual results and cause such results to differ materially from those expressed in forward-looking
statements. These factors include: competition within the quick-service restaurant industry, which
remains extremely intense, both domestically and internationally, with many competitors pursuing
heavy price discounting; changes in economic conditions; changes in consumer perceptions of food
safety; harsh weather, particularly in the first and fourth quarters; changes in consumer tastes;
increases in inflation and food, labor and benefit costs; legal claims; risk inherent to
international development (including currency fluctuations); the continued ability of Wendys
and its franchisees to obtain suitable locations and financing for new restaurant development;
governmental initiatives such as minimum wage rates, taxes and possible franchise legislation;
changes in applicable accounting rules; and the ability of
Wendys to successfully complete
transactions designed to improve its return on investment. The execution of the Merger Agreement with Triarc may give rise to other risk factors, including
the satisfaction of the
conditions to consummation of the merger, including the approval of the
merger agreement by shareholders of both companies and all required regulatory approvals; the
occurrence of any event, change or other circumstance that could give rise to the termination of
the Merger Agreement, including a termination under circumstances
that could require Wendys to
pay a $10 million expense reimbursement to Triarc; the amount of the costs, fees, expenses and
charges related to the merger, including the incurrence of additional compensation expense to
retain employees; the effect of the announcement of the merger on Wendys business
relationships, operating results and business generally, including the ability to retain key
employees; the risk that the merger may not be completed in a timely manner or at all, which may
adversely affect Wendys business and the price of its common shares; the potential adverse
effect on Wendys business, properties and operations because of certain covenants in the
merger agreement; the risk that Wendys may be subject to litigation in connection with the
merger; and risks related to diverting managements attention from Wendys ongoing business
operations.