Wyndham Shareholders Should Tender Their
Shares in Choice's Exchange Offer to Send Clear Message to
Wyndham's Board
Choice Has Recently Engaged with Wyndham
Shareholders Representing over 40% of Shares Outstanding; Many
Shareholders Are Eager for Both Parties to Work Together to Reach
an Expedient Resolution
NORTH
BETHESDA, Md., Dec. 20,
2023 /PRNewswire/ -- Choice Hotels International,
Inc. (NYSE: CHH) (the "Company" or "Choice"), today issued the
following statement in response to the Wyndham Hotels &
Resorts, Inc. (NYSE: WH) ("Wyndham") Board of Directors'
recommendation that its shareholders reject Choice's exchange
offer.
Wyndham Has Sought to Threaten Shareholders'
Ability to Realize Value: Wyndham shareholders should be
concerned by the company's blatant mischaracterization of the
lodging industry's competitive landscape. Wyndham's comments call
into question their ability to properly support franchisees while
also generating shareholder value through M&A. The U.S. Federal
Trade Commission ("FTC") will come to its own independent
assessment of the proposed transaction's competitive merits based
on the specific facts, like it does on every M&A transaction.
Attempting to use the FTC to prevent Wyndham shareholders from even
accessing the option of a merger with Choice robs them of
meaningful upside from the combination or, at a minimum, the
substantial break-fee Choice has offered in the unlikely event the
transaction were not to receive the requisite regulatory
clearance.
Wyndham's Board Continues to Not Be
Forthcoming: Following the launch of Choice's exchange offer to
acquire all outstanding shares of Wyndham on December 12, 2023, representatives of Wyndham
contacted representatives of Choice for the purported purpose of
engaging in discussions regarding a potential transaction and
regulatory protections. Choice and its representatives engaged in
good faith discussions, but, consistent with past practices,
Wyndham's representatives abruptly ended those discussions on
December 17, 2023. Wyndham failed to
disclose these discussions in the Schedule 14d-9 that it filed
yesterday.
Shareholders Are Eager for Both Parties to
Work Together to Reach an Expedient Resolution: Since launching
the exchange offer, we have engaged with dozens of Wyndham's
institutional shareholders representing over 40% of shares
outstanding based on the most recently available filings. In our
discussions, many shareholders have consistently expressed support
for the industrial merits of a transaction as well as the desire
for both parties to work together to reach an expedient
resolution.
We remain confident we can complete the
transaction within a one-year customary timeframe and are committed
to moving forward with this process. We have already started the
regulatory clock, and look forward to continuing to work closely
with the FTC to support a fact-based review process grounded in the
reality of this industry's evolving competitive landscape.
Additional materials are available at
CreateValueWithChoice.com.
Advisors
Moelis & Company LLC, Goldman Sachs & Co. LLC and Wells
Fargo are serving as financial advisors to Choice and Willkie Farr & Gallagher LLP and Axinn,
Veltrop & Harkrider LLP are serving as legal advisors.
About Choice Hotels®
Choice Hotels International, Inc. (NYSE: CHH) is one of the
largest lodging franchisors in the world. The challenger in the
upscale segment and a leader in midscale and extended stay, Choice®
has nearly 7,500 hotels, representing almost 630,000 rooms, in 46
countries and territories. A diverse portfolio of 22 brands that
range from full-service upper upscale properties to midscale,
extended stay and economy enables Choice® to meet travelers' needs
in more places and for more occasions while driving more value for
franchise owners and shareholders. The award-winning Choice
Privileges® loyalty program and co-brand credit card options
provide members with a fast and easy way to earn reward nights and
personalized perks. For more information, visit
www.choicehotels.com.
Forward-looking Statements
Information set forth herein includes "forward-looking
statements". Certain, but not necessarily all, of such
forward-looking statements can be identified by the use of
forward-looking terminology, such as "expect," "estimate,"
"believe," "anticipate," "should," "will," "forecast," "plan,"
"project," "assume," or similar words of futurity. All statements
other than historical facts are forward-looking statements. These
forward-looking statements are based on management's current
beliefs, assumptions and expectations regarding future events,
which in turn are based on information currently available to
management. Such statements include, but are not limited to, the
ultimate outcome of any possible transaction between Choice and
Wyndham (including the possibility that the parties will not agree
to pursue a business combination transaction or that the terms of
any definitive agreement will be materially different from those
described herein); uncertainties as to whether Wyndham will
cooperate with Choice regarding the proposed transaction; Choice's
ability to consummate the proposed transaction with Wyndham; the
conditions to the completion of the proposed transaction, including
the receipt of any required shareholder approvals and any required
regulatory approvals; Choice's ability to finance the proposed
transaction with Wyndham; Choice's indebtedness, including the
substantial indebtedness Choice expects to incur in connection with
the proposed transaction with Wyndham and the need to generate
sufficient cash flows to service and repay such debt; the
possibility that Choice may be unable to achieve expected synergies
and operating efficiencies within the expected timeframes or at all
and to successfully integrate Wyndham's operations with those of
Choice, including the Choice loyalty program; the possibility that
Choice may be unable to achieve the benefits of the proposed
transaction for its franchisees, associates, investors and guests
within the expected timeframes or at all, including that such
integration may be more difficult, time-consuming or costly than
expected; that operating costs and business disruption (without
limitation, difficulties in maintaining relationships with
associates, guests or franchisees) may be greater than expected
following the proposed transaction or the public announcement of
the proposed transaction; and that the retention of certain key
employees may be difficult. Such statements may relate to
projections of Choice's revenue, expenses, adjusted EBITDA,
earnings, debt levels, ability to repay outstanding indebtedness,
payment of dividends, repurchases of common stock and other
financial and operational measures, including occupancy and open
hotels, revenue per available room, Choice's ability to benefit
from any rebound in travel demand, and Choice's liquidity, among
other matters. We caution you not to place undue reliance on any
such forward-looking statements. Forward-looking statements do not
guarantee future performance and involve known and unknown risks,
uncertainties and other factors.
These and other risk factors that may affect Choice's operations
are discussed in detail in the applicable company's filings with
the Securities and Exchange Commission, including its Annual Report
on Form 10-K and, as applicable, its or Wyndham's Quarterly Reports
on Form 10-Q. These forward-looking statements speak only as of the
date of this presentation or as of the date to which they refer,
and Choice assumes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law.
Additional Information
This communication relates to a proposal that Choice has made
for a business combination transaction with Wyndham and the
exchange offer which Choice, through WH Acquisition Corp., its
wholly owned subsidiary, has made to Wyndham stockholders. The
exchange offer is being made pursuant to a tender offer statement
on Schedule TO (including the offer to exchange, the letter of
election and transmittal and other related offer documents) and a
registration statement on Form S-4 filed by Choice on December 12, 2023. These materials, as may be
amended from time to time, contain important information, including
the terms and conditions of the offer. In furtherance of this
proposal and subject to future developments, Choice (and, if
applicable, Wyndham) may file one or more registration statements,
proxy statements, tender or exchange offers or other documents with
the Securities and Exchange Commission (the "SEC"). This
communication is not a substitute for any proxy statement,
registration statement, tender or exchange offer document,
prospectus or other document Choice and/or Wyndham may file with
the SEC in connection with the proposed transaction.
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended. Investors and security holders
of Choice and Wyndham are urged to read the proxy statement(s),
registration statement, tender or exchange offer document
(including the offer to exchange, the letter of election and
transmittal and other related offer documents), prospectus and/or
other documents filed with the SEC carefully in their entirety if
and when they become available as they will contain important
information about the proposed transaction. Any definitive proxy
statement(s) or prospectus(es) (if and when available) will be
mailed to shareholders of Choice and/or Wyndham, as applicable.
Investors and security holders may obtain free copies of these
documents (if and when available) and other documents filed with
the SEC by Choice through the web site maintained by the SEC at
www.sec.gov, and by visiting Choice's investor relations site at
www.investor.choicehotels.com.
This communication is neither a solicitation of a proxy nor a
substitute for any proxy statement or other filings that may be
made with the SEC. Nonetheless, Choice and its directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. You can find information about
Choice's executive officers and directors in the Annual Report on
Form 10-K for the year ended December 31,
2022 filed by Choice with the SEC on March 1, 2023. Additional information regarding
the interests of such potential participants will be included in
one or more registration statements, proxy statements, tender or
exchange offer documents or other documents filed with the SEC if
and when they become available. These documents (if and when
available) may be obtained free of charge from the SEC's website at
www.sec.gov and by visiting Choice's investor relations site at
www.investor.choicehotels.com. In this communication, we
reference information and statistics regarding the Travel Industry.
We have obtained this information and statistics from various
independent third-party sources, including independent industry
publications, reports by market research firms and other
independent sources, such as Euromonitor International Limited.
Some data and other information contained in this communication are
also based on management's estimates and calculations, which are
derived from our review and interpretation of internal surveys and
independent sources. Data regarding the industries in which we
compete and our market position and market share within these
industries are inherently imprecise and are subject to significant
business, economic and competitive uncertainties beyond our
control, but we believe they generally indicate size, position and
market share within these industries. While we believe such
information is reliable, we have not independently verified any
third-party information. While we believe our internal company
research and estimates are reliable, such research and estimates
have not been verified by any independent source. In addition,
assumptions and estimates of our and our industries' future
performance are necessarily subject to a high degree of uncertainty
and risk due to a variety of factors. These and other factors could
cause our future performance to differ materially from our
assumptions and estimates. As a result, you should be aware that
market, ranking and other similar industry data including in this
communication, and estimates and beliefs based on that data, may
not be reliable. We cannot guarantee the accuracy or completeness
of any such information contained in this communication.
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SOURCE Choice Hotels International, Inc.