Actual
results may vary materially from those expressed or implied by forward - looking statements based on a number
of factors, including, without limitation: (1) risks related to the consummation
of the
Merger, including the risks that (a) the
Merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain shareholder approval
of the
Merger Agreement, (c) the parties may fail to secure the termination or expiration
of any waiting period applicable under the HSR Act, (d) other conditions to the consummation
of the
Merger under the
Merger Agreement may not be satisfied, (e) all or part
of Arby's financing may not become available, and (f) the significant limitations on remedies contained in the
Merger Agreement may limit or entirely prevent BWW from specifically enforcing Arby's obligations under the
Merger Agreement or recovering damages for any breach by Arby's; (2) the effects that any termination
of the
Merger Agreement may have on BWW or its business, including the risks that (a) BWW's stock price may decline significantly
if the
Merger is not completed, (b) the
Merger Agreement may be terminated in circumstances requiring BWW to pay Arby's a termination fee
of $ 74 million, or (c) the circumstances
of the termination, including the possible imposition
of a 12 - month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the
Merger; (3) the effects that the announcement or pendency
of the
Merger may have on BWW and its business, including the risks that
as a
result (a) BWW's business, operating
results or stock price may suffer, (b) BWW's current plans and operations may be disrupted, (c) BWW's ability to retain or recruit key employees may be adversely affected, (d) BWW's business relationships (including, customers, franchisees and suppliers) may be adversely affected, or (e) BWW's management's or employees» attention may be diverted from other important matters; (4) the effect
of limitations that the
Merger Agreement places on BWW's ability to operate its business, return capital to shareholders or engage in alternative transactions; (5) the nature, cost and outcome
of pending and future litigation and other legal proceedings, including any such proceedings related to the
Merger and instituted against BWW and others; (6) the risk that the
Merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and / or tax factors; and (8) other factors described under the heading «Risk Factors» in Part I, Item 1A
of BWW's Annual Report on Form 10 - K for the fiscal year ended December 25, 2016,
as updated or supplemented by subsequent reports that BWW has filed or files with the SEC.