Key facts
- Wendy's board committee said the Trian-led proposal substantially undervalues the company.
- The rights plan would let existing shareholders buy stock at a discount if triggered, diluting an acquirer's stake.
- Trian's Peter May has been a Wendy's director since 2008; Bradley Peltz since 2025.
- Nelson Peltz partnered with Flynn Group, BlueFive Capital and Sixth Street Partners on the proposal.
- Wendy's US same-store sales fell 5.7% in the third quarter; adjusted earnings per share of 13 cents beat estimates.
- Wendy's signed a letter of intent with Meritage Hospitality Group to acquire up to 163 restaurants.
Wendy's rejected a $1.4 billion take-private offer from activist investor Nelson Peltz's Trian Fund Management and its partners on November 5, and adopted a limited-duration shareholder rights plan, a "poison pill," to resist pressure from one of its largest shareholders.
The independent board committee created to evaluate the offer said: "The proposal substantially undervalues the company." Trian's group had offered $7.35 per share in cash, a premium of about 20% at the time. Wendy's shares were up about 1% at $7.75.
The rights plan, disclosed in a regulatory filing, aims to stop investors from amassing more than 15% of the company, give the board time to evaluate takeover proposals and prevent any shareholder from gaining control without paying an appropriate premium, Wendy's said. If triggered, it would let existing shareholders purchase stock at a discount, reducing the value of a would-be acquirer's stake.
Trian and related parties own a 16.3% stake in Wendy's, according to a regulatory filing. Peter May, president of Trian, has served as a Wendy's director since 2008, and Bradley Peltz, one of Nelson Peltz's sons, has served as a director since 2025. Nelson Peltz was partnering with restaurant operator Flynn Group and investment firms BlueFive Capital and Sixth Street Partners on the proposed acquisition. Trian declined to comment.
The offer came about three months after Wendy's withdrew its annual forecast, cut its dividend and launched a turnaround plan under new CEO Bob Wright aimed at improving menu value and marketing. In the third quarter, Wendy's US same-store sales fell 5.7%, while adjusted earnings per share of 13 cents beat estimates. "We're clearly not satisfied with that performance, but we are encouraged by several early signs of progress," Wright said on a post-earnings call, adding that footfall improved sequentially through the third quarter.
Wendy's also said it signed a letter of intent with franchise operator Meritage Hospitality Group to acquire up to 163 Wendy's restaurants, and made its breakfast offering optional across US stores to focus on more profitable lunch, dinner and late-night meals. Other Meritage markets it does not plan to acquire will be sold and transitioned to other franchisees through a bankruptcy-facilitated process.