Choice Hotels Urges Wyndham Shareholders to Act on Exchange Offer

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In a strategic move that has caught the attention of the hotel industry, Choice Hotels International is making a direct appeal to Wyndham Hotels & Resorts’ shareholders, encouraging them to tender their shares before the looming expiration date of March 8. This call to action is not merely procedural; it’s a clear strategy aimed at nudging Wyndham’s board towards more constructive dialogue regarding Choice’s proposal for a consensual transaction agreement.

Choice Hotels’ approach signifies a pivotal moment in its pursuit of a merger with Wyndham. The company has signaled its readiness to either extend or conclude the exchange offer based on the level of participation from Wyndham’s stockholders. Furthermore, Choice is contemplating future actions, including the nomination of independent directors to Wyndham’s board, underscoring its commitment to advancing this deal.

At the heart of Choice’s proposition is an offer price of $90 per share for Wyndham stockholders. This valuation, according to Choice officials, is designed to benefit not only the shareholders but also the franchisees and guests of both hotel chains. Moreover, Choice is optimistic about receiving regulatory nods within a typical one-year timeframe, suggesting a well-thought-out plan to navigate potential hurdles.

Despite these efforts, Wyndham has remained resistant to engaging in merger discussions, prompting Choice to highlight the enhancements made to its proposal over recent months. These improvements aim to address regulatory concerns and include attractive financial incentives such as significant reverse termination fees and ticking fees, demonstrating Choice’s flexibility and determination to secure a deal.

Choice’s initiative comes on the heels of its ambitious proposal in October 2023 to acquire Wyndham for approximately $7.8 billion in cash and stock, a bold move that underscores the potential value Choice sees in this merger. However, Wyndham’s Board of Directors has stood firm in its stance, unanimously rejecting Choice’s unsolicited exchange offer as not aligning with the best interests of Wyndham’s shareholders.

As the March 8 deadline approaches, the industry watches closely. This exchange offer represents not just a potential reshaping of the hospitality landscape but also a test of strategic corporate maneuvers and shareholder influence in shaping the future of major players within the sector.

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