Byline: Fred Minnick

Triarc Chairman and billionaire Nelson Peltz stated Triarc’s case to own Wendy’s in a letter to the hamburger giant’s chairman of the board, Jim Picket. Peltz wrote Triarc, the parent of Arby’s, is a “natural, strategic buyer.”

In regards to confidential comments on the sale process made June 22, Peltz wrote, “the lack of response from Wendy’s and its advisers and the feedback we are hearing from the market clearly indicate that Wendy’s would prefer to sell itself to anyone other than Triarc.”

In June, Wendy’s said it would explore a possible sale, but did not set a date.
“We wouldn’t be surprised if Triarc does in fact make a bid for Wendy’s,” C.L. King & Associates analyst Michael Gallo said to

“However, given a more than 30-year highly successful history of buying and selling businesses … we would doubt that they would overpay for it.”

Peltz said Triarc would offer $37 to $41 per share to Wendy’s shareholders. “This represents a premium of 10 percent to 22 percent over last Friday’s closing price for Wendy’s stock and a premium of 15 percent to 28 percent over the closing price of Wendy’s stock on April 24,” he wrote.

Peltz has persuaded other companies to make business deals before. Earlier this month, he helped Kraft expand its international operations in a deal that led to the Kraft’s $7.2-billion acquisition of Danone’s cookie and biscuit business.

Meanwhile, Wendy’s announced its second-quarter results yesterday. Same-store sales were up 0.7 percent for U.S. company-owned stores and 0.4 percent for U.S. franchise restaurants. Total revenues were $632.9 million, down 0.2 percent compared to $634.1 million in the second quarter last year.

The chain opened 39 restaurants during the quarter.

Peltz’s Letter:

I am writing to you again in my capacities as Chief Executive Officer of Trian Fund Management, L.P. and Chairman of Triarc Companies, Inc.

As you undoubtedly know, we have attempted to reach agreement with the Special Committee on the terms of a confidentiality agreement. The confidentiality agreement originally proposed by the Special Committee on June 22, 2007 contained several clauses that we objected to because we believed they were not consistent with market practice. We also expressed our concerns that the Special Committee’s desire to offer staple financing as part of its sale process and the provisions of the confidentiality agreement relating to the staple financing do not give Triarc the necessary flexibility to improve upon the terms of the staple financing and thereby allow a synergistic buyer such as Triarc to maximize the consideration it could offer to Wendy’s shareholders. Despite Triarc’s repeated efforts to compromise over the last month, the Special Committee and Triarc have not been able to reach agreement on several significant provisions of the confidentiality agreement.

We believe that Triarc is a natural, strategic buyer for the company and should be encouraged to participate in the sale process the Special Committee is conducting. You should be aware that Triarc presently anticipates that it would be prepared to offer consideration in the range of $37.00 to $41.00 per share to Wendy’s shareholders. This represents a premium of 10% to 22 percent over last Friday’s closing price for Wendy’s stock and a premium of 15% to 28% over the closing price of Wendy’s stock on April 24, 2007, the day before the company announced the formation of the Special Committee. Our indication of value is subject to the completion of satisfactory due diligence, the negotiation of a definitive transaction agreement, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and Wendy’s board and shareholder approval, among other customary conditions. Depending on the results of its due diligence, Triarc may be prepared to increase its valuation. We will send to you under separate cover a form of confidentiality agreement that we are prepared to execute immediately. If the Special Committee recognizes the value to Wendy’s shareholders of Triarc’s proposed valuation and would like to invite Triarc to participate in the sale process, we suggest that the Special Committee execute that form of confidentiality agreement by no later than 5:00 p.m. on August 1, 2007. If we do not receive a favorable response by then, we will wish the Special Committee well in its effort to conduct an auction that will generate the best transaction for all Wendy’s shareholders. We will, however, continue to review and evaluate our alternatives with respect to Wendy’s and will continue to contact and discuss with other shareholders our views regarding Wendy’s, the conduct of the Special Committee and possible strategies to maximize shareholder value.

I look forward to your response.


/s/ Nelson Peltz
Nelson Peltz

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