Wendy's Announces Preliminary Results of Its Modified "Dutch Auction" Tender Offer.DUBLIN, Ohio Dublin is a city in Delaware, Franklin, and Union counties in the U.S. state of Ohio. The population was 31,392 at the 2000 census. In 2006, the population was estimated to be 36,565[1], and Dublin continues to be one of the fastest-growing suburbs of Columbus. -- Third graph should read: Based on a preliminary count by the depositary DEPOSITARY, contracts. He with whom a deposit is confided or made. 2. It is, the essence of the contract of deposits that it should be gratuitous on the part 'of the depositary. 9 M. R. 470. , approximately 22,418,000 common shares were properly tendered and not withdrawn at prices at or below the purchase price. Approximately 27,887,000 common shares were properly tendered and not withdrawn in total (sted Based on a preliminary count by the depositary, approximately 27,887,000 common shares were properly tendered and not withdrawn at prices at or below the purchase price). The corrected release reads: WENDY'S ANNOUNCES PRELIMINARY RESULTS OF ITS MODIFIED "DUTCH AUCTION Dutch Auction An auction where the price on an item is lowered until it gets its first bid, and then the item is sold at that price. Notes: The U.S. Treasury (and other countries) uses a Dutch auction when it sells securities. " TENDER OFFER Wendy's International Wendy's International, Inc. NYSE: WEN is the parent company of Wendy's Old Fashioned Hamburgers. It also owns 70 percent of Cafe Express and 25 percent (fully diluted) of Pasta Pomodoro. The Tim Hortons chain was spun off by Wendy's into a separate company in September 2006. , Inc. (NYSE NYSE See: New York Stock Exchange :WEN wen, benign, slow-growing, painless cyst of the skin resulting from obstruction of the sebaceous gland ducts. It is frequently found on the scalp, ears, face, back, or scrotum. Usually no treatment is required. Large wens may be surgically removed. ) today announced the preliminary results of its modified "Dutch Auction" tender offer, which expired at 5:00 p.m., Eastern Time, on November 16, 2006. In accordance with the terms and conditions of the tender offer, and based on the preliminary count by American Stock Transfer & Trust Company, the depositary for the tender offer, the Company expects to accept for purchase approximately 22,418,000 of its common shares (including approximately 4,644,000 shares tendered through guaranteed delivery procedures and 90,000 shares tendered subject to conditions) at a purchase price of $35.75 per share, for a total cost of approximately $800 million. Based on a preliminary count by the depositary, approximately 22,418,000 common shares were properly tendered and not withdrawn at prices at or below the purchase price. Approximately 27,887,000 common shares were properly tendered and not withdrawn in total. Shareholders who deposited common shares in the tender offer at or below the purchase price will have all their tendered common shares purchased, subject to certain limited exceptions. The number of shares to be purchased and the purchase price per share are preliminary. Final results for the tender offer will be determined subject to confirmation by the depositary of the proper delivery of the shares validly tendered and not withdrawn. The actual number of shares to be purchased and the purchase price per share will be announced following the completion of the confirmation process. Payment for the shares accepted for purchase will occur promptly thereafter. The number of shares the Company expects to purchase in the tender offer represents approximately 19% of its currently outstanding common shares. In the tender offer, the Company offered to purchase up to approximately 22.2 million of its common shares at a price between $33.00 and $36.00 per share, for a maximum aggregate repurchase price of up to $800 million. The Company also had the right to purchase up to an additional 2% of its shares outstanding in the event more than 22.2 million shares were tendered without extending the offer. All inquiries about the tender offer should be directed to the information agent, Georgeson Inc., at 1-866-277-0928. This announcement is not an offer to purchase or a solicitation of an offer to sell with respect to any securities. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. statement Certain information in this news release, particularly information regarding future economic performance and finances, and plans, expectations and objectives of management, is forward looking. Factors set forth in our Safe Harbor under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995, in addition to other possible factors not listed, could affect the Company's actual results and cause such results to differ materially from those expressed in forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. . Please review the Company's Safe Harbor statement at http://www.wendys-invest.com/safeharbor. Wendy's International, Inc. overview Wendy's International, Inc. is one of the world's most successful restaurant operating and franchising companies, with more than 6,300 Wendy's Old Fashioned n. 1. A cocktail consisting of whiskey, bitters, and sugar, garnished with with fruit slices and often a cherry. Noun 1. old fashioned - a cocktail made of whiskey and bitters and sugar with fruit slices Hamburgers restaurants in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. and more than 300 international Wendy's restaurants. More information about the Company is available at www.wendys-invest.com. |
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