Burger chain falls to roast beef king

COLUMBUS, Ohio -- After at least two rejections, billionaire Nelson Peltz has finally succeeded in landing Wendy's in a $2.3 billion deal that would add the chain known for its square burger and chocolate Frosty dessert to his ownership of Arby's and its roast beef sandwiches.

Now, the investor known for agitating corporations to boost their stock price has to figure out how to make both profitable while the economy slumps and more Americans are saving money on food and fuel by staying home to eat.

Atlanta-based Triarc Companies Inc., owned by Peltz, said Thursday it will pay about $2.34 billion in an all-stock deal for the nation's third-largest hamburger chain started in 1969 by Dave Thomas. Wendy's had rejected at least two buyout offers from Triarc.

Thomas' daughter Pam Thomas Farber said the family was devastated by the news.

"It's a very sad day for Wendy's, and our family. We just didn't think this would be the outcome," said Farber, 53.

If her father were alive to hear news of the buyout, "he would not be amused," she said.

Triarc will pay about $26.78 per share for the company, which has about 87 million shares outstanding. Wendy's shares rose 4 percent to $26.39 in trading Thursday. They traded as high as $42.22 last summer, not long after Wendy's announced the formation of a special committee to boost its stock price.

The offer is well below the $37 to $41 per share that Peltz said last summer that he was ready to offer for Wendy's.

Under the terms of the deal, expected to close in the second half of the year, Wendy's shareholders will receive 4.25 shares of Triarc Class A stock for each share of Wendy's stock. Triarc said its shareholders will have to approve a charter amendment in which each share of its Class B stock will be converted into Class A stock.

Peltz has pushed for change at Wendy's -- including the spinoff of the Tim Hortons coffee-and-doughnut chain and cutting corporate expenses -- since 2005 to increase the company's stock price. His Trian Fund and his allies own 9.8 percent of Wendy's International Inc. stock.

It's a similar tactic Peltz has used at other companies where Trian has become a significant investor, such as Cadbury Schweppes PLC and H.J. Heinz Co. Trian also owns shares of Tiffany & Co. and the Cheesecake Factory Inc., according to regulatory filings.

The deal comes as Wendy's struggles with declining profits and weak sales compared with rivals McDonald's Corp. and Burger King Holdings Inc.

Wendy's said Thursday that its first quarter profit was down 72 percent to $4.1 million, or 5 cents a share, in part because of expenses tied to the work of a special board committee that has been studying ways to boost the company's stock. Revenue fell to $513 million from $522 million a year ago.

Sales at company-owned stores opened at least a year, considered a key indicator of a retailer's strength, fell 1.6 percent in the quarter and 0.1 percent at U.S. franchise restaurants.

Wendy's also has failed to connect with consumers in several advertising campaigns that have been tried since Thomas' death in 2002 and it has limited success in adding new products and with its breakfast menu. Thomas, always wearing a white short-sleeved shirt and red tie, became a household face when he began pitching his burgers and fries in TV commercials in 1989.

"It's a company that's sort of lost its way," said Bob Goldin, executive vice president of Technomic Inc. in Chicago

Still, even with a slumping economy in which other restaurant chains have seen sales decline recently, there is value, analysts say.

"We've always felt Wendy's had a decent chance of a turnaround in its business," said John Owens, an investment analyst with Morningstar, citing its new chicken wrap sandwich and the addition of breakfast at many restaurants.

Improved cost controls over food, labor and other expenses should generate $100 million a year in operating profits over time, Triarc said in the statement announcing the deal.

Eliminating duplicate corporate functions and streamlining support services are expected to eventually save $60 million, said Triarc, which operates 3,700 Arby's restaurants.

Triarc also said expansions for both brands are planned for the U.S. and overseas and that the company will look at a dual-concept unit in high-cost real estate markets. Triarc said it will also change its name to include the Wendy's name.

Wendy's deferred comment to Triac, which had no further details.

Several lunchtime customers at a Wendy's in Columbus wondered how Thomas would have reacted to the news, were he still alive.

"I think he's probably rolling over in his grave right now," said John Knape, 36. "But it's business, and that's what you need to do to survive, right?"

The deal caps three chaotic years for Wendy's in which it has sold or spun off operations, slashed its corporate staff and had its wholesome image tarnished by a woman who falsely claimed she found part of a finger in her chili.

Farber said the family didn't think much of Peltz' and Triarc's tactics.

"They came after them (Wendy's) and came after them and came after them. They spun Tim Hortons off, they did this, they did that. They did everything they asked but it wasn't enough."

Thomas opened his first restaurant in a former steakhouse on a cold, snowy Saturday in downtown Columbus on Nov. 15, 1969. He named the chain after his 8-year-old daughter Melinda Lou -- nicknamed Wendy by her siblings.

Wendy's, based in suburban Dublin, operates about 6,600 restaurants in the United States and abroad. It trails McDonald's and Burger King Holdings Inc. in the burger business.MEATY DETAILS

Where's the beef: Triarc Cos. Inc., operator of Arby's roast beef restaurants, is buying Wendy's International Inc. in a stock deal pegged at $2.34 billion.

The new owner: Billionaire investor Nelson Peltz has been pushing Wendy's for more than two years to make changes to boost the value of Wendy's stock.

The combination: Combination will have approximately 10,000 stores and annual sales of $12.5 billion, creating the third largest quick service restaurant company in the U.S. 1969

Dave Thomas opens first Wendy's restaurant in a former steakhouse in downtown Columbus, Ohio.

1972

First Wendy's franchise is sold.

1976

Wendy's goes public.

1995

Wendy's and coffee-and-doughnut chain Tim Hortons merge.

2002

Thomas dies. Wendy's acquires Baja Fresh.

2006

Wendy's spins off Tim Hortons and sells Baja Fresh; Billionaire investor Nelson Peltz gains control of three seats on Wendy's board.

2007

In April, Wendy's forms a special board committee to study options for the company, including a possible sale. In November, Peltz submits offer to buy Wendy's.

2008

Peltz says he's buying Wendy's through his Atlanta-based Triarc Companies Inc. in an all-stock deal worth about $2.34 billion.