Choice Hotels Offer to Acquire Wyndham Acquisition Expires

Choice Hotels International, Inc. (NYSE: CHH) announced the conclusion of its exchange offer to acquire all outstanding shares of Wyndham Hotels & Resorts, Inc. (NYSE: WH). Additionally, the company is withdrawing its nomination of independent director candidates for election at Wyndham’s 2024 Annual Meeting of Stockholders.

Failed Negotiations and Share Repurchase Approval

After initiating negotiations in April 2023, Choice made several attempts to engage Wyndham in good-faith discussions, including increasing the proposed offer multiple times and offering regulatory protections. Despite these efforts, Wyndham's refusal to engage constructively led Choice to launch the exchange offer to begin the regulatory review process and engage with Wyndham stockholders. However, insufficient support and Wyndham board's disinterest prompted Choice to withdraw the offer.

Moreover, Choice's Board of Directors approved an increase in authorized shares under its repurchase program, totaling approximately 6.8 million shares when combined with existing authorizations.

Standalone Strategy and Growth Outlook

Choice remains committed to its standalone strategy, confident it will generate long-term value for shareholders and franchisees. The company emphasizes its history of delivering above-average returns and disciplined capital allocation.

Projected Growth Drivers

Choice anticipates superior growth driven by its revenue-intense strategy, accelerated unit growth, increased royalty revenue per hotel, and synergies from the Radisson Americas business integration. The company's platform earnings potential, international business growth, and global pipeline expansion further contribute to its optimistic outlook.

Regulatory Progress and Appreciation

While acknowledging support from stockholders and franchisees of both companies, Choice emphasizes the pro-competitive nature of the proposed combination and expresses gratitude to the independent director candidates nominated for their commitment.

Exchange Offer Conclusion

The exchange offer expired on March 8, 2024, with no shares of Wyndham stock purchased by Choice's subsidiary. Factors such as the Wyndham board's refusal to engage constructively and unsatisfied conditions led Choice to decline all tendered shares, instructing the exchange agent to return them promptly to stockholders.