• Wyndham Says New Choice Offer Terms Remain Unchanged and Highly Conditional   

Urges Shareholders Not to Take Action at This Time

Wyndham Hotels & Resorts (NYSE: WH) today confirmed that Choice Hotels International, Inc. (NYSE: CHH), 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.