Exhibit 99.1
For Immediate Release
CONTACT: Anne A. Tarbell
Triarc Companies, Inc.
212/451-3030
www.triarc.com
TRIARC TO SELL SNAPPLE BEVERAGE GROUP TO
CADBURY SCHWEPPES
ENTERPRISE VALUE OF $1.45 BILLION
New York, September 18, 2000 -- Triarc Companies, Inc. (NYSE: TRY) announced
today that it has signed a definitive agreement to sell its Snapple Beverage
Group to Cadbury Schweppes plc (LSE: CBRY, NYSE: CSG) at an enterprise value of
$1.45 billion. The purchase price will consist of approximately $910 million in
cash plus the assumption of approximately $420 million of debt. Following the
closing, a cash payment will be made by Snapple Beverage Group for employee
options. Snapple Beverage Group owns the leading premium beverage brands -
Snapple(R), Mistic(R) and Stewart's(R) - and a soft drinks concentrates business
whose brands include Royal Crown(R), Diet Rite(R), RC Edge(TM) and Nehi(R).
The transaction is expected to close in the fourth quarter of 2000, subject to
antitrust filings and customary closing conditions. As a result of the sale,
Triarc intends to withdraw its previously announced filing for an initial public
offering of the Snapple Beverage Group.
Cadbury Schweppes will assume Triarc's $360 million ($118.5 million current
accreted value) zero coupon convertible subordinated debentures due 2018 and
Snapple's $300 million 10 1/4% senior subordinated notes due 2009. In addition,
prior to the closing, Triarc will repay approximately $450 million outstanding
under Snapple's existing credit facilities, subject to adjustment at closing.
Following the closing, a cash payment of approximately $120 million will be made
by Snapple Beverage Group for employee options. In consideration for providing
Cadbury with the benefit of a 338(h)(10) election under the Internal Revenue
Code, Triarc will receive from Cadbury an additional cash payment of
approximately $200 million to offset the additional tax liability that will
result from the election.
Triarc expects to record a pre-tax gain on the transaction in excess of $700
million (in excess of $400 million after tax and other adjustments), or in
excess of $16.00 per fully diluted share, from the Snapple sale.
Upon completion of the Snapple sale, Triarc will continue to own the Arby's(R)
restaurant franchise business, which had EBITDA of $50.0 million for the last 12
months. Arby's has an approximately 73% share of the roast beef sandwich segment
of the quick service restaurant category. Triarc also franchises the T.J.
Cinnamons(R) and Pasta Connection(R) brands. Triarc will be nearly debt-free,
with a strong cash position in excess of $400 million and total debt of
approximately $20 million. Triarc will evaluate options for the use of the
Snapple sale proceeds, including investments in new businesses which management
believes can build shareholder value.
Nelson Peltz, Chairman and Chief Executive Officer of Triarc, said, "With the
sale to Cadbury Schweppes, we have realized substantial value from our Snapple
Beverage Group investment. Over the past few years, Mike Weinstein and his team
have done an extraordinary job in turning around Snapple and building the
Mistic, Stewart's and Royal Crown businesses. We wish the Snapple Beverage Group
team all the best with Cadbury Schweppes and thank them for their many
contributions to Triarc." Morgan Stanley Dean Witter acted as the primary
financial advisor to Triarc on this transaction. Triarc is a leading premium
beverage company (Snapple, Mistic and Stewart's), a producer of soft drink
concentrates (Royal Crown, Diet Rite, RC Edge and Nehi) and restaurant
franchisor (Arby's, T.J. Cinnamons and Pasta Connection).
# # #
Notes to Follow
NOTES TO PRESS RELEASE
1. There can be no assurance that the sale of the Snapple Beverage Group
will be consummated.
2. The statements in this press release that are not historical facts,
including most importantly, those statements preceded by, followed by, or that
include the words "may", "believes", "expects", "anticipates" or the negation
thereof, or similar expressions, constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform
Act"). For those statements, Triarc Companies, Inc. (the "Company") claims the
protection of the safe-harbor for forward-looking statements contained in the
Reform Act. These forward-looking statements are based on our expectations and
are susceptible to a number of risks, uncertainties and other factors, and our
actual results, performance and achievements may differ materially from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, but are not limited to, the
following: competition, including product and pricing pressures; success of
operating initiatives; the ability to attract and retain customers; development
and operating costs; advertising and promotional efforts; brand awareness; the
existence or absence of adverse publicity; market acceptance of new product
offerings; new product and concept development by competitors; changing trends
in customer tastes and demographic patterns; the success of multi-branding;
availability, location and terms of sites for restaurant development by
franchisees; the ability of franchisees to open new restaurants in accordance
with their development commitments, including the ability of franchisees to
finance restaurant development; the performance by material customers of their
obligations under their purchase agreements; changes in business strategy or
development plans; quality of management; availability, terms and deployment of
capital; business abilities and judgment of personnel; availability of qualified
personnel; labor and employee benefit costs; availability and cost of raw
materials, ingredients and supplies; the potential impact on franchisees' store
level sales and resulting royalty revenues that could arise from interruptions
in the distribution of supplies of food and other products to franchisees;
general economic, business and political conditions in the countries and
territories in which the Company operates, including the ability to form
successful strategic business alliances with local participants; changes in, or
failure to comply with, government regulations, including franchising laws,
accounting standards, environmental laws and taxation requirements; the costs,
uncertainties and other effects of legal and administrative proceedings; the
impact of general economic conditions on consumer spending; and other risks and
uncertainties affecting the Company and its subsidiaries detailed in the
Company's Annual Report on Form 10-K for the year ended January 2, 2000 and
other current and periodic filings by the Company with the Securities and
Exchange Commission, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. The Company
will not undertake and specifically declines any obligation to publicly release
the result of any revisions, which may be made to any forward-looking statements
to reflect events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events. In addition, it
is the Company's policy generally not to make any specific projections as to
future earnings, and the Company does not endorse any projections regarding
future performance that may be made by third parties.
