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 /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 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/.
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
Certain statements either contained in or incorporated by
reference into this press release, other than purely historical
information, and assumptions upon which those statements are based,
are "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.
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SOURCE Wyndham Hotels & Resorts