Wendy's Board Rejects $1.4 Billion Trian-Led Takeover Bid and Adopts Poison Pill

Wendy's board of directors on Thursday unanimously rejected a $1.4 billion hostile takeover bid from a group led by Nelson Peltz's Trian Fund Management, saying the $7.35-per-share cash offer substantially undervalues the burger chain. The group, which also includes Flynn Group, BlueFive Capital and Sixth Street Partners, made the offer on Oct. 28 to take Wendy's private. Board Chairman Art Winkleblack said an independent committee concluded the proposal undervalues Wendy's standalone prospects and long-term earnings potential, and he expressed confidence in CEO Bob Wright. Wendy's also adopted a one-year shareholder rights plan, or poison pill, that lets shareholders buy shares at a discount if a person owns more than 15% of the company. The company said Trian rejected a standstill offer that would have paused further share purchases. Wendy's reported that U.S. same-restaurant sales fell 5.7% in the third quarter, with revenue of $547 million versus $549.5 million a year earlier.

The New York Post leads with the rejection and the poison pill, putting both in its headline. It dwells on Peltz's history: his hedge fund's 16% stake, its 2022 takeover attempt, the 16% stock jump after the bid was announced, and the fact that his son Bradley sits on the board and runs about 90 franchises, per the Wall Street Journal. CBS News also leads with the rejection but leaves the poison pill out of its headline and opening. It focuses on Wendy's business troubles: the 5.7% sales decline, the roughly 14% share slide over 12 months, the $7.75 pre-market price against the $7.35 offer, and inflation and beef costs forcing price increases. Both quote Winkleblack. They differ on timing: the Post says the pill was adopted Thursday, while CNBC says it took effect Wednesday. CNBC adds that Flynn is a large Wendy's franchisee and that a committee was formed in February.