The FINANCIAL — The Wendy’s Company announced on July 8 the final results of its modified Dutch auction tender offer, which expired at the end of the day, 12:00 midnight, New York City time, on June 30, 2015.
The Company has accepted for purchase 55,807,860 shares of its common stock at a purchase price of $11.45 per share, for an aggregate cost of $639.0 million, excluding fees and expenses relating to the tender offer. These shares represent approximately 15.3% of the total number of shares of the Company’s common stock issued and outstanding as of June 29, 2015.
The tender offer was oversubscribed and, pursuant to the terms of the tender offer, shares were accepted for purchase on a pro rata basis, except for tenders of odd lots, which were accepted in full, and except for certain conditional tenders automatically regarded as withdrawn pursuant to the terms of the tender offer. The Company has been informed by the depositary that the proration factor for the tender offer, after giving effect to the priority for odd lots, is approximately 84.46%. The depositary will promptly pay for the shares accepted for purchase and will return all other shares tendered, according to Wendy’s.
As previously announced, the Company has agreed, following the completion of the tender offer, to purchase from Nelson Peltz, Peter W. May and Edward P. Garden (who are members of the Company’s Board of Directors), investment funds managed by Trian Fund Management, L.P. (an investment fund controlled by Messrs. Peltz, May and Garden) and certain of their affiliates (collectively, the “Trian Group”) a pro rata amount of its shares (based on the number of shares the Company purchases in the tender offer) at the same price received by stockholders who participate in the tender offer (the “Trian Purchase”). Based on the 55,807,860 shares the Company accepted for purchase in the tender offer, the Company expects to purchase 18,416,313 shares from the Trian Group pursuant to a purchase agreement among the Company and the Trian Group, for an aggregate purchase price of approximately $210.9 million. The closing of the Trian Purchase is subject to customary closing conditions and is expected to occur on July 16, 2015, the eleventh business day following the expiration date of the tender offer, or at such other later date as the parties shall mutually agree.
Wells Fargo Securities, LLC served as dealer manager for the tender offer.
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