Wendy’s rejects Trian’s $1.4 billion buyout offer — CNBC

Restaurant chain Wendy’s has rejected a $1.4 billion takeover offer from an investor group led by Nelson Peltz’s Trian Fund Management. The company said the proposal significantly undervalues it and does not account for the potential results of its business turnaround strategy, CNBC reports.

Terms of the offer

On October 28, the investor group offered $7.35 in cash per Wendy’s share to take the company private. In addition to Trian, the group included investment firms BlueFive Capital and Sixth Street Partners, as well as Flynn Group, one of Wendy’s largest franchisees.

In February, Wendy’s board of directors formed a committee of independent directors to evaluate Trian’s potential offer following a regulatory disclosure by the investment firm. The committee concluded that the proposal significantly undervalues Wendy’s. Board chairman and committee member Art Winkleblack said the board’s confidence is based on the experience of CEO Bob Wright, including in turning around the restaurant business.

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Shareholder rights plan

To prevent a hostile takeover, Wendy’s adopted a one-year shareholder rights plan, known as a “poison pill.” The company also explained the decision by saying that the group led by Trian had rejected a proposal to enter into an agreement to halt further share purchases.

Peltz has a long history with Wendy’s. In 2008, his company Triarc, which at the time also owned Arby’s, acquired Wendy’s for $2.3 billion. In 2024, Wendy’s gave Peltz the status of honorary chairman of the board after 17 years of service on the board; Trian executive Peter May and Peltz’s son Bradley remain board members.

Wendy’s also reported its seventh consecutive quarterly decline in comparable sales in the third quarter, although its quarterly profit and revenue exceeded Wall Street expectations. In premarket trading, the company’s shares fell by less than 1%.