In a letter to shareholders, Wendy’s International Inc. spent a lot of space saying nothing about the ongoing auction of the fast-food chain. The letter, which was contained in a filing with the U.S. Securities and Exchange Commission on Monday, defiantly explained why the company can’t and won’t provide any insight into its strategic review and any takeover bids it has received.

“Many of you have expressed disappointment that management hasn’t been able to offer more information about the process. However, public companies rarely comment on the status of strategic reviews until decisions have been made,” the company said.

Wendy’s insists it is playing by SEC and New York Stock Exchange rules governing public statements, but maybe Wendy’s isn’t talking because it has nothing to say?

The auction of Wendy’s, which has a market capitalization of about $2.4 billion, has been a dud.

“The Special Committee process is complicated for several reasons. The stock market has fluctuated widely since the committee was formed. There have been reports in the media about complex financing transactions and potential bidders that include Wendy’s franchisees, private equity firms and one entity that owns a competing concept in the quick-service restaurant industry. In addition, the sub-prime mortgage problems have rocked the world’s credit markets and greatly curtailed merger and acquisition activity,” Wendy’s said in the SEC filing.

In November, Triarc Cos Inc., the restaurant chain led by activist investor Nelson Peltz, said it made an offer to buy Wendy’s, but the bid was lower than the price it touted in July. Triarc had previously said it would be prepared to offer $37 to $41 a share for Wendy’s, but its actual bid came in below that. Wendy’s stock closed on Tuesday at $27.07, down about 15 percent since it put itself up for sale in April.

In reality, Peltz’s lower-than-expected offer may be Wendy’s only viable bid. Media reports said that a group that includes former Carl’s Jr. and Hardee’s Chairman William Foley and buyout firms Ares Management, Oaktree Capital Management and TH Lee decided against submitting an offer.

Yet, Wendy’s has failed to hold meaningful talks with Triarc, sources familiar with the situation said. “How do you hold an auction and then not talk to the bidders?” one source asked.

Wendy’s and Triarc could not be immediately reached for comment.

Peltz has pushed for a shake-up at Wendy’s since last year. Peltz’s Trian Fund Management has a 9.8 percent stake in Wendy’s, according to a recent SEC filing. Peltz is chief executive of Trian and chairman of Triarc.

If Wendy’s fails to accept a takeover bid, Peltz could continue to agitate for change by starting a proxy battle to nominate new board members or launch a hostile takeover bid, sources have said. But there’s no time pressure, given Wendy’s glacial pace of change. It started its review of strategic options in April — nine months ago. That’s a slow-cooked burger.

(Additional reporting by Nichola Groom and Megan Davies)