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UPDATE 3-Wendy's/Arby's attracts inquiry over deal -- Peltz

* Peltz says gets inquiry over Wendy’s/Arby’s deal

* Peltz ups stake to 23.65 pct

* Shares up 11.8 percent after hours

(Adds analyst comment, company declines comment, byline, background)

By Martinne Geller

NEW YORK, June 10 (Reuters) - Wendy's/Arby's Group Inc WEN.N Chairman Nelson Peltz said an unnamed party expressed interest in a potential deal involving the fast-food company, sending the company's shares up nearly 12 percent after hours.

Peltz, through his investment firm Trian Fund Management and its affiliates, is the largest shareholder in Wendy’s/Arby’s and orchestrated the merger of the two chains in 2008.

Peltz said in a securities filing on Thursday he is considering an “oral inquiry from a third party expressing interest on a preliminary basis” in a potential deal that could include his participation.

“In light of this inquiry, the filing persons are considering this inquiry as well as their alternatives with respect to their investment in the company, including the possibility of proposing an acquisition transaction involving the company,” the filing said.

Peltz said he expected to engage a financial advisor and discuss a possible deal with potential debt and/or equity financing sources, other company shareholders and other interested third parties.

Wendy’s/Arby’s declined to comment. A representative for Peltz could not be reached.

While it was still too early to speculate on who the third party could be, or exactly what type of deal was proposed, Morningstar analyst Joscelyn MacKay said it sounded like a potential takeover, which she said was surprising given reports in recent months that Wendy's had been considering a bid for CKE Restaurants Inc CKR.N. [ID:nSGE62O0B5]

“I am surprised that it’s inbound,” MacKay said. “I would’ve thought that Wendy’s would’ve been inquiring.”

Billionaire investor Peltz and Vice Chairman Peter May currently own 101.6 million shares, or 23.65 percent, of Wendy’s/Arby’s stock, according to the filing. That is up from the 22 percent reported in the 2009 annual report.

BIGGER, NOT SMALLER

The merger of Wendy’s with Arby’s -- which was then owned by Peltz and May through their firm -- improved the companies’ scale and ability to source goods, MacKay said.

But since the combined company is still a distant third in the United States to fast-food giants McDonald's Corp MCD.N and Burger King Holdings Inc BKC.N, she said any potential deal would likely involve a combination with another chain, rather than the separation of those two, even though Arby's has been a drag for some time.

“Any direction these guys are going to go is going to be bigger,” she said.

The main reason for doing an acquisition would be to gain even more scale, which also means a strategic buyer is more likely than a financial buyer, she added.

MacKay expects Arby’s to post low- to mid-single-digit declines in same-restaurant sales this year, as the roast beef sandwich chain continues its turnaround, which includes the addition of a dollar menu. Systemwide sales at its established company-owned restaurants fell 8.2 percent in 2009 and 5.8 percent in 2008 and analysts are not sure its problems will be solved merely by lowering its menu prices. [ID:nN17202802]

Wendy’s shares rose to $4.85 in after-hours trading from their close on the New York Stock Exchange at $4.34. (Reporting by Martinne Geller and Jessica Hall; Editing by Robert MacMillan, Matthew Lewis and Andre Grenon)

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