Wendy’s rejects Nelson Peltz’s Trian takeover proposal

Wendy’s announced Thursday that it was rejecting a $1.4 billion takeover offer from a group of investors led by Nelson Peltz’s Trian Fund Management.

The group offered $7.35 per share in cash on October 28 to take the struggling burger chain private. Besides Trian, it 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 formed a committee of independent directors to evaluate any potential offer from Trian in response to a regulatory filing by the company. The committee found the proposal “significantly undervalues” Wendy’s and does not reflect potential gains from the chain’s ongoing turnaround strategy, the company said in a news release Thursday.

“Our confidence rests firmly on CEO Bob Wright’s proven track record of providing seasoned leadership in the industry, including in the turnaround of the restaurant business,” Art Winkleblack, Wendy’s Chairman of the Board and member of the Independent Committee, said in a statement.

Trian declined to comment on Wendy’s decision.

To avoid a hostile takeover, Wendy’s adopted a one-year shareholder rights plan – or poison pill – on Wednesday, the company announced. Wendy’s added that the Trian-led investor group rejected an offer from Wendy’s for a standstill deal that would have suspended additional stock purchases, reinforcing Wendy’s decision to use a poison pill.

The rejection is the latest in a long saga between Peltz and the burger chain, dating back to an activist campaign he led more than two decades ago. He even once owned Wendy’s. In 2008, his company Triarc, which also owned Arby’s, bought Wendy’s for $2.3 billion. She then sold Arby’s, turning Wendy’s into a standalone business again.

In 2024, Wendy’s named Peltz chairman emeritus after spending 17 years on the company’s board of directors. Trian executive Peter May and Peltz’s son Bradley still serve on Wendy’s board.

Wendy’s also reported its third-quarter results on Thursday. Its same-store stores declined for the seventh consecutive quarter. However, its quarterly earnings and revenue exceeded Wall Street expectations.

Shares of Wendy’s fell less than 1% in premarket trading. The buyout offer had boosted the stock, which has lost around 60% of its value over the past three years.

Wendy’s isn’t the only restaurant chain to recently find itself in the crosshairs of activist investors. Applebee’s Owner Restaurant brands recently adopted a poison pill to block a takeover bid from investment firms Arkhouse Management and Cobblers Cove Capital.