Choice Hotels Calls on Wyndham Shareholders to Tender Shares Ahead of Offer Deadline

Tuesday, March 5, 2024

Choice Hotels International, known as “Choice,” is calling on Wyndham Hotels & Resorts, Inc. shareholders to submit their shares to the exchange offer before it concludes at 5:00 p.m. ET on Friday, March 8, 2024. By tendering shares, shareholders will clearly signal to the Wyndham board the desire for constructive dialogue with Choice to finalize a mutually agreeable deal. Choice will decide to either prolong or conclude the exchange offer based on shareholder participation and will consider its next moves, including nominating independent candidates for Wyndham’s board of directors.

In December, Choice initiated the exchange offer to directly approach Wyndham shareholders and commence the regulatory approval journey. Since then, Choice has advanced significantly in responding to regulatory inquiries and has proposed attractive above-market regulatory safeguards, such as a substantial reverse termination fee and a ticking fee. Having engaged with many Wyndham shareholders, Choice has received overwhelming support for a constructive pursuit of a deal that maximizes value. Despite these efforts, Wyndham has yet to provide constructive feedback on the deal terms its board might accept.

Choice firmly believes that its offer, valuing each share at $90, substantially exceeds the value Wyndham has achieved independently. Despite its willingness to adjust its proposal for a deal that benefits Wyndham shareholders, Choice’s efforts have been hampered by Wyndham’s refusal to share pertinent information that could facilitate an improved offer. With Wyndham’s latest quarterly results offering little assurance for enhancing the proposal without detailed due diligence, Choice’s commitment to the transaction remains strong, aiming for a swift conclusion that benefits both sets of shareholders, along with franchisees and guests.

Choice emphasizes that tendering shares now does not compel Wyndham shareholders to lock in with the current offer. Shareholders retain the right to withdraw tendered shares if Choice extends the offer, which would be announced by 9:00 a.m. ET on March 11, 2024, should an extension be deemed necessary.

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