Trian Sends Letter To Wendy's (WEN) Board--Wendy's Denied Trian's Two Acquisition Proposals

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April 18, 2008 8:59 AM EDT

In a 13D filing, Trian sent a letter to Wendy's (NYSE: WEN) board. Trian and Triarc stated that they are very concerned about the current direction of the Company. On April 17, 2008, Trian and Triarc were informed that a special committee of the Issuer's board of directors had rejected two acquisition proposals made by
Trian and Triarc.

Trian said that any transaction entered into by the Issuer should be subject to the approval of the Issuer's shareholders and not just the special committee of the board of directors. Trian intends to contact fellow shareholders for the purpose of calling a special meeting of the shareholders of Wendy's, at which all shareholders will have the opportunity to vote on the future direction of the Issuer.

Triarc is considering its alternatives with respect to the Issuer. Such strategies could include, among other possibilities, shareholder participation in a bid by Triarc to acquire the Issuer. The Filing Persons may also seek to effect a plan or proposal related to (a) an acquisition of additional securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger or acquisition involving the Issuer and its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) a change in the present board of directors or management of the Issuer, including a plan or proposal to change the number or term of directors or to fill any existing vacancies on the board; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer; (h) the causing of a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act; or (j) any action similar to the foregoing. Although the Filing Persons are actively exploring their options with respect to each of the foregoing, there can be no assurance that Triarc or the other Filing Persons will seek to implement any one or more of the foregoing.

Actual Letter To James Pickett, Chairman of Wendy's Below

Dear Jim:

I am writing to you in my capacities as President of Trian Fund Management, L.P. and Vice Chairman of Triarc Companies, Inc.

As a large shareholder of Wendy's, Trian is very concerned about the current direction of Wendy's. On April 17, 2008, Trian and Triarc were informed that the Wendy's special committee had rejected two acquisition proposals made by Trian and Triarc. One proposal called for the combination of Wendy's and Arby's while the other involved an acquisition of 100% of Wendy's for over $900 million in cash with the balance in stock. Our proposals would have required the approval of the shareholders on each side of the transaction and neither of the proposals was conditioned on the receipt of third party financing. Our most recent proposals were summarily rejected in less than 24 hours.

If the special committee now intends to pursue a transaction with another party, such as the sale of a minority equity interest, we urge the board to ensure that any alternative transaction be subject to the approval of Wendy's shareholders and not just the members of the special committee. If shareholders approve a different transaction after having been afforded the opportunity to consider the benefits of the transactions we had proposed, Trian will abide by the will of its fellow shareholders. However, before any transaction is considered, shareholders should be fully updated on the current financial condition of the
company--including sales, profits and margins. The Company has publicly stated that it plans to announce first quarter results on April 25 and we expect the Company will not take any action prior to this announcement.

It is now time for Wendy's shareholders to decide the future of their company. We therefore intend to contact our fellow shareholders for the purpose of calling a special meeting of shareholders at which all shareholders will have the opportunity to vote on the future direction of Wendy's.

Sincerely,

/s/ Peter W. May