Wendy's Purchases Exchangeable Share of Wentim

Wendy’s International, Inc. purchased, through a subsidiary, 9.7 million exchangeable shares of Wentim, Ltd. from Ronald Joyce and corporations owned by him for US$250 million, on October 23, 2001. The shares purchased were exchangeable on a one-for-one basis into common shares of Wendy’s and had been issued to Mr. Joyce, co-founder of the Tim Hortons franchise system, in a 1995 Wendy’s and Tim Hortons pooling of interests.

Lee McCorkle, executive vice-president, general counsel and secretary, and Dana Klein, vice-president, assistant general counsel and assistant secretary of Wendy’s, were advised by Lang Michener’s Toronto office with a team that included Robert Glass, Philippe Tardif, Kalle Soomer, Q.C., Eric Friedman and Kevin von Bargen, with assistance on Alberta securities matters from Bruce Lawrence and Ariane Young of the Calgary office of Parlee McLaws. Rick Burdick and Steve Patterson of the Washington, D.C. office and Stephen Older and Katherine Morici of the New York office of Akin Gump Strauss Hauer & Feld, LLP advised Wendy’s on U.S. legal issues.

Tim Armstrong, vice-president and general counsel of Jetport Inc., a company owned by Mr. Joyce, advised Mr. Joyce with assistance on securities matters from Harley Winger of Burstall Winger LLP in Calgary and on tax matters from Robert Iverach, Q.C., of Felesky Flynn. Dale Ponikvar and John O’Connor of the New York office of Milbank, Tweed, Hadley & McCloy LLP provided U.S. tax and securities advice, respectively, to Mr. Joyce.