Wendy's hires advisers for help with sale

NEW YORK -- Wendy's International Inc., the fast-food chain that put itself up for sale last month, hired JPMorgan Chase & Co. and Lehman Brothers Holdings Inc. for advice on evaluating potential buyers.

A board committee led by chairman James Pickett is studying options including a sale, merger, or other change in strategy. The banks will also help in the review, Wendy's said yesterday.

The committee doesn't include the three directors Wendy's added last year after billionaire investor Nelson Peltz threatened to run his own slate of nominees. Peltz and former investor William Ackman persuaded the restaurant chain to spin off its Tim Hortons unit and sell its Baja Fresh division.

The absence of the three directors may indicate that Wendy's isn't seriously considering a sale, said Patrick McGurn, the executive vice president of corporate governance watchdog Institutional Shareholder Services in Rockville, Md.

It may also suggest that Wendy's is worried the Peltz-nominated directors would have conflicts of interest, McGurn said. Some analysts have said Peltz, whose Triarc Cos. owns the Arby's restaurant chain, may consider bidding for Wendy's.

"The independence of the process itself may be affected," McGurn said.

Peltz, the company's largest holder with a 9.8 percent stake, and Ackman, 41, have urged the Dublin, Ohio-based chain to boost its share price and better compete against McDonald's Corp.

Wendy's added Peter Rothschild, Stuart Oran, and Jerry Levin to its board in March 2006 after Peltz, 64, nominated them.

The third-largest U S hamburger chain said April 25 that Pickett was on the five-person special committee. It didn't identify other members until yesterday. Company spokesman Denny Lynch declined to comment yesterday on the committee's makeup.

The company said in a statement that some changes being considered may affect its earnings. It forecast 2007 profit of $1.26 to $1.32 a share, excluding one-time items. Analysts estimate the company will earn $1.28, the average of 14 projections compiled by Bloomberg.

Wendy's said yesterday the board is "confident" in the current management. The comment comes after Highfields Capital Management LP criticized chief executive Kerrii Anderson in a letter, according to a report in the Wall Street Journal.

Highfields, which holds an 8.8 percent stake in Wendy's, wrote a letter last week urging the company to sell itself, the newspaper said on May 11.

Pickett, writing May 11 in a letter to employees and franchisees, was critical of Highfields.

"They are a criticizing a management team that generated more than $2 billion in shareholder value in 2006 and began a solid turnaround of its core business," he wrote.

Highfields didn't immediately respond to an e-mail seeking comment.

Wendy's has half as many U S locations as McDonald's, the world's largest restaurant company. Burger King Holdings Inc. is the second-largest U S hamburger chain.