Wyndham receives and initiates review of unsolicited exchange offer from Choice

Tuesday, December 12, 2023

Wyndham Hotels & Resorts, the world’s largest hotel franchising company operating in over 95 countries with approximately 9,100 hotels, has officially acknowledged that Choice Hotels International, Inc. has initiated an unsolicited exchange proposal to acquire all outstanding shares of Wyndham’s common stock. Choice’s offer, which remains consistent with the terms laid out in a letter dated November 14, 2023, values each share at approximately $86.

In adherence to their fiduciary responsibilities, and in consultation with independent financial and legal experts, the Board of Directors at Wyndham will conduct a thorough assessment of the offer. The Board aims to determine the most suitable course of action in the best interests of Wyndham and its shareholders.

It’s worth noting that Choice’s current offer closely resembles their previous conditional proposal, which the Wyndham Board had previously reviewed and declined. This earlier proposal did not adequately address the concerns repeatedly raised by Wyndham, including:

1. The lopsided risk for Wyndham shareholders in light of uncertainties surrounding antitrust approval (if granted) and the lengthy estimated 24-month timeline mentioned by Choice.
2. The undervaluation of Wyndham’s promising standalone growth prospects.
3. The comparative worth of Choice’s shares when weighed against its growth potential, which is further complicated by the high levels of leverage this deal would necessitate.

Furthermore, Choice disclosed ownership of less than 1.7% of Wyndham common stock today and indicated that they are constrained from making additional purchases without antitrust approval.

The Board intends to provide its recommendation regarding the offer to shareholders within ten business days. This recommendation will be disseminated to shareholders and filed with the U.S. Securities and Exchange Commission in the form of a recommendation statement on Schedule 14D-9. Wyndham urges its shareholders not to take any action with regards to the offer until the Board has communicated its recommendation.

Deutsche Bank Securities Inc. and PJT Partners are acting as financial advisors, while Kirkland & Ellis LLP is serving as legal counsel to Wyndham in this matter.

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