Wendy’s turned down a proposal from an investor consortium to take the burger chain private on Thursday, following a formal review by the company’s independent directors. The group, which included Trian Fund Management, BlueFive Capital, Sixth Street Partners, and Flynn Group, had submitted an offer of $7.35 per share in cash on Oct. 28. Wendy’s board chair Art Winkleblack stated that the committee determined the bid substantially undervalues the company and does not account for prospective benefits from the chain’s current turnaround initiatives.
In response to the rejection, Wendy’s implemented a shareholder rights plan, commonly known as a poison pill, effective Wednesday and lasting one year. The company indicated that the investor group declined a standstill agreement that would have restricted additional share purchases, prompting the defensive measure. The bid represents the latest chapter in a prolonged history between Peltz and Wendy’s spanning more than two decades. Notably, Peltz’s former company Triarc acquired Wendy’s in 2008 for $2.3 billion before later divesting the chain. Peltz held a board seat for 17 years before being named chairman emeritus in 2024, though executives from his firm continue to serve on the board.
Wendy’s simultaneously released third-quarter financial results on Thursday, showing continued operational challenges. Same-store sales declined for the seventh consecutive quarter, reflecting persistent headwinds in the business. Despite these challenges, the company’s quarterly earnings and revenue exceeded analyst expectations. Stock trading reflected muted reaction to the takeover rejection, falling less than 1% in early morning activity. The company’s shares have declined approximately 60% over the preceding three years. Similar defensive tactics have emerged elsewhere in the restaurant industry, with Applebee’s owner Dine Brands recently adopting comparable poison pill protections against takeover approaches from alternative investors.
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