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Trian Says Wendy's Rejected Two Takeover Offers

Nelson Peltz's Trian Partners said Friday it will seek a special meeting of Wendy's International shareholders after the hamburger chain rejected two separate takeover offers from Trian and the billionaire investor's Triarc Cos.

One proposal called for combining Wendy's and Triarc's Arby's sandwich chain. The other involved buying 100 percent of Wendy's "for over $900 million in cash with the balance in stock," Trian and Triarc said in a letter addressed to Wendy's Chairman James Pickett.

In the letter, which was included with a regulatory filing on Friday, the suitors said their proposals would have required the approval of the shareholders on each side of the transaction and that neither was conditioned on the receipt of third-party financing.

"Our most recent proposals were summarily rejected in less than 24 hours," they wrote.

The suitors also said they want any transaction entered into by Wendy's to be approved by all shareholders, and not just the special committee of the board of directors that rejected the Trian/Triarc takeover proposals.

Wendy's spokesman Bob Bertini declined to comment on the filing.

Wendy's directors have been weighing a sale of the company since June 2007 under pressure from Peltz, who has been pressing for a better financial performance.

Earlier this month, Wendy's said first-quarter sales at restaurants open at least 15 months fell at both franchised and company-owned locations, hurt by bad weather and an early Easter.

Peltz, whose Triarc owns the Arby's chain, has offered to buy Wendy's and said he planned to seize control of the No. 3 U.S. hamburger chain's board.

Shares in Wendy's , which have shed around one-fourth of their value in the last year, were up 9 cents to $25.19 in midday trading on the New York Stock Exchange.

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