Triarc Companies, Inc. (NYSE: TRY) and Wendy’s International, Inc. (NYSE: WEN) have signed a definitive merger agreement. According to the release, this has been approved by the
boards of directors of both companies.
The merger appears to be an all-stock buyout entitling Wendy’s shareholders to receive a fixed ratio of 4.25 shares of Triarc Class A Common Stock for each share of Wendy’s common stock they own. Before Triarc dilution, that looks like a price of $26.775 based on Wednesday’s close.
We did just predict in our Special Situation Investing Newsletter (trials can now see that report) on Monday night that Wendy’s would crater and either go proactive under Peltz’s activism or that it would finally crater to a buyout. But we predicted that Peltz & Friends would have to come up with $30.00 per share in order to execute a friendly merger or at least one that isn’t quite so hostile. While we are disappointed with this transaction, this is a stock for stock merger that does at least allow upside if the combined operations can reach the synergies, savings, and growth that it wants to achieve.
It does not appear that Trian Acquisition I Corp. (AMEX: TUX), thePeltz SPAC, is part of this deal other than that the Trian Partnerssponsor will vote in favor of the merger along with Peltz and others(who own roughly 35% of Triarc). That SPAC involvement may change ifthis deal needs akick-up, but that is just for pondering rather than anything certain.
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