Offer Terms Remain Unchanged and Highly
Conditional
Shareholders Urged Not to Take Action at This
Time
PARSIPPANY, N.J., Dec. 12,
2023 /PRNewswire/ -- 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 that Choice Hotels
International, Inc. (NYSE: CHH) ("Choice"), has commenced an
unsolicited exchange offer to acquire all outstanding shares of
Wyndham common stock. The offer proposed by Choice appears
unchanged from the terms outlined in a letter to Wyndham dated
November 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 (the "Board") 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, which
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 ten business days by making available to
shareholders and filing with the U.S. Securities and Exchange
Commission a recommendation statement on Schedule 14D-9. Wyndham
shareholders are urged not to take any action with respect to the
offer until the Board announces its recommendation.
Deutsche Bank Securities Inc. and PJT Partners are serving as
financial advisors and Kirkland & Ellis LLP is legal advisor to
Wyndham.
About Wyndham Hotels & Resorts
Wyndham Hotels & Resorts (NYSE: WH) is the world's largest
hotel franchising company by the number of properties, with
approximately 9,100 hotels across over 95 countries on six
continents. Through its network of approximately 858,000
rooms appealing to the everyday traveler, Wyndham commands a
leading presence in the economy and midscale segments of the
lodging industry. The Company operates a portfolio of 24
hotel brands, including Super 8®, Days Inn®, Ramada®, Microtel®, La
Quinta®, Baymont®, Wingate®, AmericInn®, Hawthorn Suites®,
Trademark Collection® and Wyndham®. The Company's award-winning
Wyndham Rewards loyalty program offers approximately 105 million
enrolled members the opportunity to redeem points at thousands of
hotels, vacation club resorts and vacation rentals
globally. The Company may use its website as a means of
disclosing material non-public information and for complying with
its disclosure obligations under Regulation FD. Disclosures of this
nature will be included on the Company's website in the Investors
section, which can currently be accessed at
https://investor.wyndhamhotels.com. Accordingly, investors should
monitor this section of the Company's website in addition to
following the Company's press releases, filings submitted with the
Securities and Exchange Commission and any public conference calls
or webcasts.
Important Additional Information
This press release is not an offer to purchase or a solicitation
of an offer to sell any securities or the solicitation of any vote
or approval. The Company will file with the Securities and Exchange
Commission (the "SEC") a solicitation/recommendation statement on
Schedule 14D-9. Any solicitation/recommendation statement filed by
the Company that is required to be mailed to stockholders will be
mailed to Company stockholders. COMPANY STOCKHOLDERS ARE ADVISED TO
READ THE COMPANY'S SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY DECISION WITH RESPECT
TO ANY TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Company stockholders may obtain a copy of the
Solicitation/Recommendation Statement on Schedule 14D-9 (when it
becomes available), as well as any other documents filed by the
Company in connection with any tender offer by Choice or one of its
affiliates, free of charge at the SEC's website at www.sec.gov. In
addition, investors and security holders will be able to obtain
free copies of these documents from the Company by directing a
request to Matt Capuzzi, Senior Vice
President, Investor Relations at matthew.capuzzi@wyndham.com or by
calling 973.753.6453.
The Company intends to file a proxy statement and accompanying
WHITE proxy card with the SEC with respect to the Company's 2024
Annual Meeting of Stockholders (the "2024 Annual Meeting"). The
Company's stockholders are strongly encouraged to read such proxy
statement, the accompanying WHITE proxy card and other documents
filed with the SEC carefully in their entirety when they become
available because they will contain important information. The
Company's stockholders will be able to obtain any proxy statement,
any amendments or supplements to the proxy statement and other
documents filed by the Company with the SEC free of charge at the
SEC's website at www.sec.gov. Copies will also be available free of
charge at the Company's website at
https://investor.wyndhamhotels.com.
Certain Information Concerning Participants
Wyndham and certain of its directors and executive officers may
be deemed to be participants in the solicitation of proxies under
the rules of the SEC. Information regarding the Company's directors
and officers and their respective interests in the Company by
security holdings or otherwise is available in its most recent
Annual Report on Form 10-K filed with the SEC on February 16, 2023 (available here), and its most
recent definitive Proxy Statement on Schedule 14A filed with the
SEC on March 28, 2023 (available
here). To the extent holdings of the Company's securities have
changed since the filing of the Company's most recent Annual Report
on Form 10-K or the Company's most recent definitive Proxy
Statement on Schedule 14A, such changes have been reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Updated information relating to the foregoing will also be set
forth in the Company's proxy statement and other materials to be
filed with the SEC for its 2024 Annual Meeting. These documents can
be obtained free of charge from the sources indicated above.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act,
including statements related to the offer. Wyndham claims the
protection of the Safe Harbor contained in the Private Securities
Litigation Reform Act of 1995 for forward-looking statements.
Forward-looking statements include those that convey management's
expectations as to the future based on plans, estimates and
projections at the time Wyndham makes the statements and may be
identified by words such as "will," "expect," "believe," "plan,"
"anticipate," "intend," "goal," "future," "outlook," "guidance,"
"target," "objective," "estimate," "projection" and similar words
or expressions, including the negative version of such words and
expressions. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors, which may cause the
actual results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
report.
Factors that could cause actual results to differ materially
from those in the forward-looking statements include, without
limitation: factors relating to the offer; general economic
conditions, including inflation, higher interest rates and
potential recessionary pressures; the effects from the coronavirus
pandemic, including impact on Wyndham's business, as well as the
impact on its franchisees, guests and team members, the hospitality
industry and overall demand for and restrictions on travel; the
performance of the financial and credit markets; the economic
environment for the hospitality industry; operating risks
associated with the hotel franchising business; Wyndham's
relationships with franchisees; the impact of war, terrorist
activity, political instability or political strife, including the
ongoing conflicts between Russia
and Ukraine and between
Israel and Hamas; the Company's
ability to satisfy obligations and agreements under its outstanding
indebtedness, including the payment of principal and interest and
compliance with the covenants thereunder; risks related to
Wyndham's ability to obtain financing and the terms of such
financing, including access to liquidity and capital; and the
Company's ability to make or pay, plans for and the timing and
amount of any future share repurchases and/or dividends, as well as
the risks described in Wyndham's most recent Annual Report on Form
10-K filed with the SEC and subsequent reports filed with the SEC.
The Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
subsequent events or otherwise, except as required by law.
Contacts
For investor inquiries, contact:
Matt
Capuzzi
Senior Vice President, Investor
Relations
T:
973.753.6453
matthew.capuzzi@wyndham.com
For media inquiries, contact:
Máire Griffin
Senior Vice President,
Global Communications
T:
862.246.9918
maire.griffin@wyndham.com
Danya Al-Qattan/Paul
Scarpetta/Stephen
Pettibone
FGS
Global
Wyndham@fgsglobal.com
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SOURCE Wyndham Hotels & Resorts