by Donald Wood
Last updated: 8:50 AM ET, Tue December 12, 2023
Choice Hotels International announced plans to commence an
exchange offer to acquire Wyndham Hotels & Resorts to present
its proposal directly to Wyndham shareholders.
Choice continues to believe that a transaction with Wyndham
is “pro-competitive” and would generate value for both Wyndham and Choice
shareholders, as well as deliver benefits to franchisees, guests and associates
of both companies.
Officials from Choice also revealed the company currently
holds approximately 1.5 million shares of Wyndham common stock, valued at more
than $110 million, and is filing the Hart-Scott-Rodino ("HSR")
notification to begin the required regulatory review.
“While we would have preferred to come to a negotiated
agreement, the Wyndham Board's refusal to explore a transaction has left us
with no choice but to take our proposal directly to Wyndham's shareholders,” Choice
President and CEO Patrick Pacious said. “Wyndham chose to publicly reject our
last proposal without any engagement even after we addressed their concerns,
including adding significant regulatory protections for their shareholders.”
In addition, Reuters reported that Choice also planned to nominate
candidates to Wyndham’s board, but the latter was not immediately available
for comment.
In October, Choice outlined its new proposal to acquire
Wyndham for around $7.8 billion in cash and stock, but Wyndham announced its
Board of Directors unanimously
rejected the highly conditional, unsolicited stock-and-cash bid.
On November 14, Choice representatives sent a letter outlining
the terms
of a potential merger, but Wyndham's financial and legal advisors said the
parameters are not in the best interests of the company and its shareholders,
calling it “a step backwards.”
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