Billionaire investor Nelson Peltz's Trian Partners said it was prepared to offer a takeover bid of $37 to $41 a share for Wendy's International, according to documents filed with the U.S. Securities and Exchange Commission on Monday.
The potential bid represents a premium of 10% to 22% over Wendy's closing price on Monday.
Trian, which owns a 10% stake in Wendy's, has pushed the company to make changes to boost its shares.
Peltz is chief executive of Trian and chairman of Triarc Companies, which controls fast-food chain Arby's.
Wendy's reported last week that it swung back to a profit in the second quarter after a year-ago loss that was the result of writing down the value of its struggling Baja Fresh Mexican Grill chain and cutting 355 corporate office jobs.
The third-largest hamburger chain, which said in April that it is exploring a possible sale of the company, said Thursday that it earned $29.2 million, or 33 cents per share, for the three months ended June 30. It lost $29.1 million, or 25 cents per share, a year ago.
In the past, Peltz has questioned Wendy's strategy and pressured the company to speed up a spin-off of the Tim Hortons coffeehouse chain. His strategy also has led to the sale of the Baja Fresh chain to an investment group.
In April, Wendy's Chief Executive Kerrii Anderson told analysts that the move to consider a strategic review or sale was driven by the board and was not her decision. Three of Wendy's board members were nominated by Peltz in March 2006.
The company also said it reached a deal in the second quarter to sell its Cafe Express chain.
Wendy's operates about 6,600 restaurants in the United States and abroad. It trails McDonald's and Burger King Holdings in the burger business.