Wendy's (WEN) Reports Preliminary Results from Modified Dutch Auction

The Wendy's Company (NASDAQ: WEN) announced today the preliminary 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.

Based on the preliminary count by American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, a total of approximately 66.6 million shares of the Company's common stock were validly tendered and not validly withdrawn at or below the purchase price of $11.45 per share, including approximately 36.9 million shares that were tendered through notice of guaranteed delivery.

In accordance with the terms and conditions of the tender offer and based on the preliminary count by the depositary, American Stock Transfer & Trust Company, LLC, the Company expects to acquire approximately 55.8 million shares of its common stock at a price of $11.45 per share, for an aggregate cost of approximately $639.0 million, excluding fees and expenses relating to the tender offer. As such, the Company has been informed by the depositary that the preliminary proration factor for the tender offer is approximately 83.74%. The shares expected to be acquired represent approximately 15.3% of the total number of shares of the Company's common stock issued and outstanding as of June 29, 2015.

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 approximately 55.8 million shares the Company expects to acquire in the tender offer, the Company expects to purchase approximately 18.4 million 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 number of shares expected to be purchased in the tender offer and the Trian Purchase and the purchase price per share are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the three trading day settlement period. The final number of shares to be purchased in the tender offer, the final purchase price per share and the number of shares expected to be purchased in the Trian Purchase will be announced following the expiration of the guaranteed delivery period and the completion by the depositary of the confirmation process. Payment for the shares accepted for purchase pursuant to the tender offer, and the return of all other shares tendered and not purchased, will occur promptly thereafter. The closing of the Trian Purchase is subject to customary closing conditions and will not occur until at least 11 business days following the expiration date of the tender offer.

Wells Fargo Securities, LLC is serving as dealer manager for the tender offer. Stockholders who have questions or would like additional information about the tender offer may contact the information agent for the tender offer, Innisfree M&A Incorporated, at: (888) 750-5834 (toll-free), or in writing to: 501 Madison Avenue, 20th Floor, New York, New York 10022.

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