by Donald Wood
Last updated: 10:05 AM ET, Tue March 5, 2024
Choice Hotels International is asking Wyndham
Hotels & Resorts stockholders
to tender their shares into the exchange offer before its expiration on March 8.
Officials from Choice believe stockholders tendering shares
will send a clear message to Wyndham's board of directors to constructively
engage with Choice to reach a consensual agreement on the terms of a
transaction.
Choice
intends to extend or terminate the exchange offer depending on participation.
The company also plans to evaluate the next steps related to its nomination of
a slate of independent directors for election to the board of directors of
Wyndham.
Choice representatives continue to support the company’s proposed
value of $90 per share for Wyndham stockholders, a move that it believes benefits
franchisees and guests. Officials also think it would receive regulatory
approvals within a one-year customary timeframe.
While Wyndham has pushed back on potential merger talks, Choice
highlighted the changes made over the last several months to make the deal more
appealing, including addressing regulatory requests and offering above-market
regulatory protections, including significant reverse termination and ticking
fees.
In October 2023, Choice Hotels outlined its proposal to
acquire Wyndham for around
$7.8 billion in cash and stock.
In response, Wyndham’s Board of Directors unanimously
determined the unsolicited exchange offer from Choice to acquire all
outstanding shares of the hospitality company is not
in the best interests of its shareholders.
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