Announces Expiration of Exchange Offer and Withdrawal of Independent Director Candidates for Election at Wyndham’s 2024 Annual Meeting
Increases Share Repurchase Authorization
Projects to Continue Delivering Strong Earnings Growth
NORTH BETHESDA, Md., March 11, 2024 — Choice Hotels International, Inc. (NYSE: CHH) (the “Company” or “Choice”) today announced the expiration of the exchange offer to acquire all of the issued and outstanding shares of Wyndham Hotels & Resorts, Inc. (NYSE: WH) (“Wyndham”). The Company is also withdrawing its nomination of the highly qualified, independent director candidates for election at Wyndham’s 2024 Annual Meeting of Stockholders. The Company further announced that its Board of Directors has approved an increase in the number of shares authorized under its share repurchase program by five million shares. When added to the remaining number of available shares previously authorized for repurchase, this results in a total authorization of approximately 6.8 million shares.
The Company today issued the following statement:
Since beginning this process in April 2023, Choice has attempted to engage in good-faith negotiations with Wyndham through numerous different avenues, including increasing the proposed offer multiple times and expressing an openness to further enhancing the offer with due diligence, offering a one-way NDA to share its confidential information with Wyndham, and offering above-market regulatory protections. Given Wyndham’s refusal to constructively and substantively engage on terms, Choice took the extraordinary step of launching the exchange offer to initiate the regulatory review process and engage with Wyndham stockholders. While the support from Wyndham stockholders tendering into the exchange offer was significant considering the number of investors structurally prevented from participating at this stage, it was not sufficient for Choice to conclude – particularly when taking into account the Wyndham board’s obvious continuing disinterest in a combination – that a path towards a transaction is available at this time. As such, Choice has decided not to extend the exchange offer and is withdrawing its slate. Choice intends to continue focusing on its standalone strategy, which the Company is confident will create significant long-term value for its stockholders and franchisees.
Choice has a long history of delivering above average returns, is excited by the significant runway for growth grounded in its current business strategy and has always been disciplined in how it allocates capital. Choice’s Board of Directors and management team are enthusiastic about the Company’s go-forward strategy, which is expected to deliver another year of superior growth with projected adjusted EBITDA increasing approximately 10% at the midpoint of guidance, driven by:
- Choice’s unique revenue intense strategy delivering accelerated unit growth and higher royalty revenue per hotel.
- Choice’s continued realization of the higher-than-expected synergies resulting from the Radisson Americas business integration.
- Choice’s platform earnings potential, highlighted by the significant outperformance of the co-brand credit card program launched in April.
- Choice’s continued international business earnings growth and global pipeline expansion.
The progress made on the regulatory front confirmed Choice’s belief that the combination is pro-competitive, and approval would have been achievable in a customary timeframe. Choice thanks the stockholders and franchisees from both companies for their significant support in this process. Choice also thanks the independent director candidates it nominated for their time, effort and commitment to act in the best interests of the Wyndham stockholders.
The exchange offer expired on March 8, 2024. No shares of Wyndham stock were purchased by WH Acquisition Corporation, a wholly owned subsidiary of Choice, pursuant to the exchange offer. Choice decided not to accept any shares pursuant to the offer due to a number of factors, including the refusal of the Wyndham board to engage in constructive discussions on terms and the fact that a number of the conditions to the offer, such as the minimum tender condition, remained unsatisfied as of the expiration date. Choice has instructed the exchange agent for the exchange offer to promptly return all tendered shares of Wyndham stock to the tendering stockholders.
