Arby's owner buying Wendy's for $2.34 billion in stock deal

COLUMBUS, Ohio " The owner of Arby's said Thursday it is buying Wendy's International Inc. in an all-stock deal worth $2.34 billion that comes after the burger chain's board rejected at least two earlier offers by the company.

Triarc Companies Inc., which is owned by billionaire investor Nelson Peltz, will pay about $26.78 per share for the company, which has about 87 million shares outstanding. The price is a premium of 6 percent from the company's closing price of $25.32 Wednesday.

Pam Thomas Farber, 53, daughter of Wendy's founder Dave Thomas, 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," she said.

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

Wendy's deferred comment to Triarc, which said it would discuss the deal later Thursday.

Under the terms of the deal, shareholders at Wendy's, the nation's No. 3 hamburger chain, will receive 4.25 shares of Triarc Class A stock for each share of Wendy's stock they own.

Atlanta-based 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.

Triarc said it will also change its name to include the Wendy's name.

The Wendy's board has been studying strategic alternatives since early last year. Sales have slid in struggling economy that has hurt many restaurant chains.

Wendy's shares fell 32 cents to $25 in electronic premarket trading.

Farber said the family had a supported an alternate bid led by Wendy's franchisee David Karam, president of Cedar Enterprises Inc.

"We knew what Dave Karam's commitment was to Wendy's, his family's commitment - just as ours. His dad was a very good friend of our dad's and was one of the very first franchisees, so there's a lot of history."

Wendy's also reported first quarter earnings fell 72 percent in part because of expenses tied to a board committee's search for alternatives that would boost the company's shares.

Wendy's said Thursday that its profits totaled $4.1 million, or 5 cents, a share for the quarter ended March 30 compared with a profit of $14.7 million, or 15 cents a share, a year ago. Revenue was down slightly to $513 million from $522 million a year ago.