NEW YORK Wendy’s International Inc. stockholder Nelson Peltz said Monday that his restaurant company, Arby’s parent Triarc Cos. Inc., is prepared to offer between $3.2 billion and $3.5 billion for the outstanding shares of Wendy’s stock, or $37 to $41 per share.
Such an offer would amount to a 9.8-percent to 21.7-percent premium over Wendy’s closing price on Monday of $33.69.
Peltz aired the possibility of such a bid exactly one month after his standstill agreement with Wendy’s expired. Under that arrangement, struck earlier this year, Wendy’s had granted Peltz and his associates three seats on the company’s board in exchange for their agreement not to seek control of the burger chain.
The prospective bid comes a day after Peltz and two longtime business partners stepped down as executives of Triarc, though they remain on the board. Many observers have characterized that move as a way to avoid conflict-of-interest objections.
Peltz and his associates already hold a 9.8-percent stake in Wendy’s.
In a letter sent Monday to Wendy’s chairman Jim Pickett and simultaneously filed with securities regulators, Peltz restated his belief that Triarc is a “natural, strategic buyer” for Wendy’s, which has been exploring corporate options since April. Like Wendy’s, Arby’s operates and franchises quick-service sandwich restaurants. Dublin, Ohio-based Wendy’s is much larger than Arby’s, with 6,661 stores, compared with the Atlanta-based chain’s 3,600 units.
Peltz also said in Monday’s letter that he objected to the confidentiality agreement offered to his investment concerns in June, especially as it relates to staple financing, or pre-arranged financing determined by Wendy’s and its advisers. The letter said those terms did not provide Triarc “the necessary flexibility to improve upon the terms of the staple financing and thereby allow a synergistic buyer such as Triarc to maximize the consideration it could offer to Wendy’s.”
Peltz asked Wendy’s special committee to amend the terms of the confidentiality agreement by Aug. 1.
Wendy’s has a policy of not commenting on any strategic alternatives that may be under consideration by its directors.
Last week, the company posted a net profit of $29.2 million for the second quarter, compared with a loss of $29.1 million for the comparable period of a year ago. The second-quarter loss for fiscal 2006 reflected a write down for Wendy’s Baja Fresh fast-casual chain, which Peltz pressured the company to sell.
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