Nominees Selected to Rubber-Stamp Choice’s Underwhelming and Risk-Laden Offer
Board Remains Open to an Offer That is in Best Interests of Wyndham and its Shareholders
PARSIPPANY, N.J., Jan. 22, 2024 — Wyndham Hotels & Resorts (NYSE: WH) (“Wyndham” or the “Company”), the world’s largest hotel franchising company with approximately 9,100 hotels spanning more than 95 countries, today confirmed receipt of a notice from Choice Hotels International, Inc. (NYSE: CHH) (“Choice”) of its intent to nominate directors to the Wyndham Board of Directors (the “Board”) at the Company’s 2024 annual meeting of shareholders. The Wyndham Board issued the following statement in response:
“This action is yet another attempt by Choice to advance its inadequate and risk-laden hostile exchange offer, which the Wyndham Board unanimously determined is not in the best interests of shareholders. Wyndham’s Board and management team are executing the Company’s strategic plan, which is expected to deliver shareholder value well in excess of Choice’s offer.
“Choice’s proxy contest is a blatant scheme to mislead shareholders into packing the Wyndham Board with nominees hand-picked to push through their offer. As Stewart Bainum, controlling shareholder and Chairman of Choice, brazenly telegraphed in a press release this morning, Choice has assembled and paid a slate with a sole, dubious goal in mind: advance Choice’s misguided and self-serving acquisition agenda.
“Protecting Wyndham shareholders from an unsolicited proposal that substantially undervalues the Company and exposes it to significant, asymmetrical anti-trust risk is the very definition of a Board doing its job. This is why the Board has met on at least 10 occasions to evaluate Choice’s proposals and the Board and our advisors have engaged in good faith with Choice at least 25 times since Choice’s first approach in April. The Board has consistently been explicit about what changes are necessary to make any proposal viable for Wyndham and its shareholders. Choice has consistently refused to address these key issues.
“The Wyndham Board is fully committed to acting in the best interests of Wyndham shareholders. We will continue to take all appropriate actions to advance and protect these interests. This includes maintaining a strong, independent Board with the right mix of perspectives and experience to drive sustainable, profitable growth and value creation. The Wyndham Board brings decades of international hospitality and travel industry experience as well as expertise in key areas critical to the execution of our strategy, including franchise businesses, M&A, law, operations, finance, accounting, marketing and media. We are confident we have the right Board composition to position Wyndham for continued long-term success and value creation.”
In accordance with its established processes, the Board will thoroughly evaluate the notice and Choice’s nominees and make a formal recommendation to Wyndham shareholders in due course.
The Wyndham Board continues to recommend shareholders NOT tender their shares.
Deutsche Bank Securities Inc. and PJT Partners are serving as financial advisors and Kirkland & Ellis LLP and Arnold & Porter Kaye Scholer LLP are legal advisors to Wyndham.
Additional materials and facts are available at https://www.staywyndham.com/.
