Trian Sends Letter To Wendy's (WEN) Board--Wendy's Denied Trian's Two Acquisition Proposals
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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
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Wendy's
So Nelson Peltz bullied Wendy's into divesting its most valuable asset, Tim Horton's, to "unlock shareholder value" when the stock was in the upper 30's. He bought in, got his "value" , and Horton's was spun off, Wendy's stock dropped to the low 20's and a year later Wendy's has a market cap of $2B and Horton's market cap is $6.5B. Now, Peltz can't get his buy in price of Wendy's in the 30's and he now wants to steal the company, I said, steal the company for less than a billion in cash and his garbage stock in Arby's - truly a trash company not worth spit in the marketplace. Does he think everyone believes this is the 1980's? I will buy your company and give you my junk stock and/or bonds for your company? What a bunch of garbage. I think I saw this movie when Federated Dept Stores was bought with junk in th late 1980's and run into bankruptcy by a sharpie who stole the company and trashed it. Or KKR and NABISCO. Peltz, buy the company with borrowed cash (yea, who will loan you the real money to buy it) for what it is actually worth, not your junk and debt, or sell your stock, take your loss and go away, quit trying to steal the company, or Wendy's sue Peltzand make him go away. This isn't the 1980's and greenmail is old fashioned and not every Midwesterner is an idiot.
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Trian offer- bad for Wendy's shareholders
Fur Trapper on Apr 22, 2008 04:52 PMContrary to the story that Peter May/Peltz is trying to spin, the Trian offer isn’t in the best interest of shareholders. In fact, Trian’s bid is an insult to shareholders, all one needs to do is to look at Arby’s performance under Trian’s leadership before everyone rushes to conclude that Peltz is a knight in shining armor. Arby’s has had no significant earnings since 2000, same store sales have been flat, and according to Zagat’s 2007 Fast Food Chains survey, Arby’s has “older” and “tired” facilities and “poor” service. To be sure, I don’t think Wendy’s needs this kind of guidance. Peltz has a pretty poor record on corporate governance. During his proxy fight with Heinz back in 2006, the company responded to his calls for change with this: "Triarc received a corporate governance rating of 21.5, exceeding only 21.5% of all companies in the S&P SmallCap 600 and ranking it in the bottom quartile. Separately, Corporate Library gave Triarc an 'F' on overall board effectiveness -- the lowest possible rating." Zac Bissonnette, Blogging Stocks. It’s time for the Special Committee to conclude this process. Keeping the company and its management team in limbo and at the mercy of Peltz and his minions for a year hasn’t been in anyone’s best interest, especially the shareholders. This management team knows it must deliver better results but they’re hamstrung to move forward until this special committee makes a decision. Wendy’s has made some important strides but they need the special committee process to conclude so that they can move forward.