Extended Regulatory Review
Certain
Offer Continues to Undervalue Wyndham and
Exposes Wyndham Shareholders to Significant
Asymmetrical Risk
PARSIPPANY, N.J., Jan. 11, 2024 /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 receipt of a
40-page and 65-topic 'Second Request' from the Federal Trade
Commission in connection with Choice Hotels International, Inc.'s
(NYSE: CHH) ("Choice") unsolicited proposed acquisition of
Wyndham:
"From the beginning, Wyndham has consistently stated that this
transaction would be subject to an FTC Second Request, and
therefore the FTC's decision to issue one is no surprise," said
Stephen P. Holmes, Chairman of the
Board. "Choice, on the other hand, continues to ignore the
significant risk this poses to our shareholders, and
mischaracterize how the FTC will define the relevant market. The
protracted review process – with an unpredictable timeline and
outcome – would substantially reduce the value of Choice's offer
and disrupt Wyndham's business."
Holmes continued, "The Second Request, which is issued in only
around 1% of deals reviewed by the FTC, marks the start of a
complex, lengthy process as both parties provide the FTC with the
terabytes of data and documents it has requested, with an uncertain
outcome and no guarantee of closing. Despite the distraction, the
Board and management team will continue to execute Wyndham's
standalone strategy with a focus on providing shareholders with
long-term, sustainable value."
Wyndham will comply fully with the FTC's Second Request as
required by law. The effect of the Second Request is to extend
the 30-day waiting period imposed by the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.
Independent third parties share Wyndham's concerns. View
additional support at
https://www.staywyndham.com/additional-support/.
Advisors
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.
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. For more
information, visit www.wyndhamhotels.com. 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. Wyndham Hotels & Resorts, Inc. ("Wyndham" or the
"Company") has filed with the U.S. 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 EXCHANGE OFFER BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Company stockholders may obtain a copy of the
Solicitation/Recommendation Statement on Schedule 14D-9, as well as
any other documents filed by the Company in connection with any
exchange offer by Choice Hotels International, Inc. 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 973.449.1537.
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 and its most recent definitive
Proxy Statement on Schedule 14A filed with the SEC on March 28, 2023. 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.
Cautionary Statement on Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, 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 Wyndham 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
hereof.
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 the 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; Wyndham'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 Wyndham'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. Wyndham
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: 973.449.1537
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