Wendy's rejects $1.4 billion takeover proposal from Nelson Peltz’s Trian

Wendy's on Thursday said that it is 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 Oct. 28 to take the struggling burger chain private. In addition to Trian, it included investment firms BlueFive Capital and Sixth Street Partners, plus Flynn Group, one of Wendy's largest franchisees.

In February, Wendy's board formed a committee of independent directors to assess any potential bid from Trian in response to a regulatory filing from the firm. The committee found that the proposal "substantially undervalues" Wendy's and does not reflect potential gains from the chain's ongoing turnaround strategy, the company said in a press release on Thursday.

"Our confidence rests firmly in [CEO] Bob Wright's proven track record of seasoned industry leadership, including restaurant business turnarounds," Art Winkleblack, Wendy's board chair and a member of the independent committee, said in a statement.

Trian declined to comment on Wendy's decision.

To stave off a hostile takeover, Wendy's has adopted a shareholder rights plan — or poison pill — with a one-year duration, as of Wednesday, the company said. Wendy's added that the investor group led by Trian rejected an offer from Wendy's for a standstill agreement that would have paused additional share purchases, adding to Wendy's decision to use a poison pill.

The rejection is the latest in the long-running saga between Peltz and the burger chain, which dates back to an activist campaign he led more than two decades ago. A Peltz firm has even owned Wendy's before. In 2008, his company Triarc, which also owned Arby's, bought Wendy's in a $2.3 billion deal. It later sold Arby's, turning Wendy's into a standalone company again.

In 2024, Wendy's named Peltz as chairman emeritus after he spent 17 years on the company's board. Trian executive Peter May and Peltz's son, Bradley, still sit on Wendy's board.

Wendy's also reported its third-quarter results on Thursday. Its same-store sales declined for the seventh straight quarter. However, its quarterly earnings and revenue topped Wall Street's expectations.

Shares of Wendy's fell less than 1% in premarket trading. The takeover offer had lifted the stock, which has lost about 60% of its value over the last three years.

Wendy's is not the only restaurant chain that has found itself in the crosshairs of activist investors recently. Applebee's owner Dine Brands recently adopted a poison pill to block a takeover bid from investment firms Arkhouse Management and Cobblers Cove Capital.