Wyndham Hotels & Resorts on Tuesday said that Choice Hotels International has commenced an exchange offer to acquire it and presented its proposal directly to Wyndham shareholders.
Choice, based in Rockville, Maryland, currently holds approximately 1.5 million shares of Wyndham common stock, valued at more than $110 million.
Parsippany-based Wyndham owns approximately 9,100 hotels spanning more than 95 countries.
The offer proposed by Choice appears unchanged from the terms outlined in a letter to Wyndham dated Nov. 14, 2023, and is currently valued at approximately $86 per share.
Consistent with its fiduciary duties, and in consultation with its independent financial and legal advisors, the Wyndham Board of Directors said it will carefully review and evaluate the offer to determine the course of action that it believes is in the best interests of Wyndham and its shareholders. However, the offer looks to be unchanged from Choice’s previous highly conditional offer the Board reviewed and rejected.
That offer failed to address the serious concerns repeatedly expressed by Wyndham, including:
- The asymmetrical risk to Wyndham shareholders given the uncertainty around antitrust approval (if any) and the estimated 24-month timeline previously cited by Choice;
- The undervaluation of Wyndham’s superior, standalone growth prospects; and
- The value of Choice shares relative to its growth prospects and further compromised by elevated levels of leverage that this deal would require.
In addition to the 10 Wyndham shares they previously disclosed, Choice today announced ownership of less than 1.7% of Wyndham common stock and conceded they are restricted from further purchases without antitrust approval.
The Board intends to advise shareholders of its recommendation regarding the offer within 10 business days by making available to shareholders and filing with the U.S. Securities and Exchange Commission a recommendation statement on Schedule 14D-9.
Deutsche Bank Securities Inc. and PJT Partners are serving as financial advisors and Kirkland & Ellis LLP is legal advisor to Wyndham.
