Current Price – $8.81
Offer Price – $8.50 – $9.25
Potential Gain – 5% or $43 for Odd Lot holders (if the offer is priced at the upper limit)
Expiration date – February 11, 2014
Odd Lot holders (less than 100 shares) are not subject to proration
The Wendy’s Company, a Delaware corporation, is offering to purchase for cash shares of its common stock, par value $0.10 per share, pursuant to (i) auction tenders at prices specified by the tendering stockholders of not less than $8.50 nor greater than $9.25 per share. We are offering to purchase shares having an aggregate purchase price of no more than $275.0 million.
Assuming that the Offer is fully subscribed, the maximum of 32,352,941 shares that the Company is offering to purchase under the Offer represents approximately 8.2% of the total number of shares issued and outstanding as of January 10, 2014. Assuming the Offer is fully subscribed, the minimum of 29,729,729 shares that the Company is offering to purchase under the Offer represents approximately 7.6% of the total number of shares issued and outstanding as of January 10, 2014.
No proration for Odd Lot holders:
If you own, beneficially or of record, fewer than 100 shares in the aggregate, you validly tender all of these shares at or below the Purchase Price prior to the Expiration Time (and do not validly withdraw such shares) and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration.
Source of Funds:
The Offer is not subject to any financing condition. Assuming the Offer is fully subscribed, we expect the aggregate purchase price for the shares, together with all related fees and expenses, to be approximately $277 million. We intend to fund any purchase of shares pursuant to the Offer, including the related fees and expenses, from cash on hand.