Presented without Comment:
April 18, 2008
Mr. James V. Pickett
Chairman of the Board
Wendy’s International, Inc.
4288 West Dublin-Granville Road
Dublin, Ohio 43017-0256
Dear Jim:
I am writing to you in my capacities as President of Trian Fund Management, L.P. and Vice Chairman of Triarc Companies, Inc.
As a large shareholder of Wendy’s, Trian is very concerned about the current direction of Wendy’s. On April 17, 2008, Trian and Triarc were informed that the Wendy’s special committee had rejected two acquisition proposals made by Trian and Triarc. One proposal called for the combination of Wendy’s and Arby’s while the other involved an acquisition of 100% of Wendy’s for over $900 million in cash with the balance in stock. Our proposals would have required the approval of the shareholders on each side of the transaction and neither of the proposals was conditioned on the receipt of third party financing. Our most recent proposals were summarily rejected in less than 24 hours.
