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CHOICE HOTELS INTERNATIONAL is accusing the board of directors for Wyndham Hotels & Resorts of not being forthcoming with the company's shareholders regarding Choice's exchange offer to acquire Wyndham. In its counter to the Wyndham board's rejection of the offer, Choice took issue with Wyndham's concerns about getting regulatory approval for the deal and said Wyndham shareholders support the "industrial merits of a transaction." In its original proposal, made public in October, Choice said it sought to acquire all the outstanding shares of Wyndham at a price of $90 per share and shareholders would have received $49.50 in cash and 0.324 shares of Choice common stock for each Wyndham share they own. Choice claimed that is a 30 percent premium to Wyndham's 30-day volume-weighted average closing price ending on Oct. 16, an 11 percent premium to Wyndham's 52-week high, and a 30 percent premium to Wyndham's latest closing price. Wyndham's board unanimously rejected Choice's proposal, calling it unsolicited, "highly conditional" and not in the best interest of shareholders. On Nov. 14, however, Choice sent a letter to the Wyndham board with an "enhanced proposal" intended to address Wyndham's concerns about clearing federal regulations. On Dec. 12, Choice launched its public exchange offer to acquire Wyndham and on Dec. 19 the Wyndham board officially rejected the offer and urged shareholders not to tender shares for the deal.

MONTHS OF RUMOR were confirmed true when Choice Hotels International on Wednesday announced it has proposed to acquire Wyndham Hotels & Resorts in an approximately $9.8 billion transaction. The proposal to Wyndham stockholders came after months of negotiations broke down and Wyndham's board of directors voted to decline Choice's offer, calling it "underwhelming" and risky. AAHOA also issued a statement saying it has "high concern" that a Choice/Wyndham merger would give one franchiser too much dominance over the economy/limited service hotel segment. The proposal In its announcement of the proposal, Choice said it sought to acquire all the outstanding shares of Wyndham at a price of $90 per share, payable in a mix of cash and stock. Shareholders would receive $49.50 in cash and 0.324 shares of Choice common stock for each Wyndham share they own. Choice claims that is a 26 percent premium to Wyndham's 30-day volume-weighted average closing price ending on Oct. 16, an 11 percent premium to Wyndham's 52-week high, and a 30 percent premium to Wyndham's latest closing price.

CHOICE HOTELS INTERNATIONAL issued a last-minute appeal to Wyndham Hotels & Resorts shareholders to tender shares toward a proposed acquisition with a March 8 deadline to do so. At the same time, a U.S. senator has written to the Federal Trade Commission expressing concerns about the proposed merger. The fate of the proposal may hinge on getting more Wyndham share holders to show interest by tendering shares, Choice said in a statement. The company pointed out that tendering shares would not obligate shareholders to accept Choice's current offer. "Tendering shares will send a clear message to Wyndham's board of directors to constructively engage with Choice to reach a consensual agreement on the terms of a transaction," Choice said. "Depending on participation, Choice intends to either extend or terminate the exchange offer and will evaluate next steps related to its nomination of a slate of independent directors for election to the board of directors of Wyndham."

CHOICE HOTELS INTERNATIONAL has become the second hotel company to withdraw its support for AAHOA over the association's 12 Points of Fair Franchising. Specific reasons for the split remain unclear, but AAHOA said it was due to the association's "united front behind fair franchising principles." Like Marriott International in January, Choice has informed AAHOA it will not participate in the upcoming AAHOA Convention & Trade Show, according to a LinkedIn.com post from Laura Lee Blake, AAHOA's president and CEO, as well as a member alert from Nishant "Neal" Patel, AAHOA chairman. "As a result of AAHOA's united front behind fair franchising principles, and for doing exactly what this organization was created to do, I'm writing to inform you that Choice Hotels International has chosen to pause its partnership with AAHOA, including to not attend the industry's upcoming largest convention and trade show," said both alerts. "AAHOA has enjoyed a successful, long-term relationship with Choice, and we're disappointed to hear that because of AAHOA's support for increased fairness and transparency, and for wanting to engage in dialogue on tough issues, Choice no longer wants to be involved."

CHOICE HOTELS INTERNATIONAL ended its bid to acquire Wyndham Hotels & Resorts after its exchange offer expired Friday. Both companies released statements saying they will now focus on their standalone strategies. Choice also announced that it would withdraw its nominees for Wyndham's board of directors. Last week it made a last effort to encourage Wyndham shareholders to tender shares for the acquisition but still failed to gather sufficient support for the deal. "Since beginning this process in April 2023, Choice has attempted to engage in good-faith negotiations with Wyndham through numerous different avenues, including increasing the proposed offer multiple times and expressing an openness to further enhancing the offer with due diligence, offering a one-way NDA to share its confidential information with Wyndham, and offering above-market regulatory protections," the company said. "Given Wyndham's refusal to constructively and substantively engage on terms, Choice took the extraordinary step of launching the exchange offer to initiate the regulatory review process and engage with Wyndham stockholders. While the support from Wyndham stockholders tendering into the exchange offer was significant considering the number of investors structurally prevented from participating at this stage, it was not sufficient for Choice to conclude - particularly when taking into account the Wyndham board's obvious continuing disinterest in a combination - that a path towards a transaction is available at this time."

IN ITS LATEST drive to convince Wyndham Hotels & Resorts stakeholders to accept its proposed acquisition of the company, Choice Hotels International has released a detailed presentation accusing Wyndham of making misleading statements regarding the antitrust aspects of the deal. The specific accusations include that Wyndham is manipulating data on how the hotel industry works, the competition a Choice-Wyndham combination would face and the benefits of the merger for franchisees. Choice filed the presentation with the U.S. Securities and Exchange Commission and is also available at CreateValueWithChoice.com, the company said in a statement. Choice's presentation was released nearly three weeks after Wyndham's latest statement in which it said Choice was not being forthcoming with Wyndham shareholders regarding its offer. "We are disappointed Wyndham is pushing this disinformation campaign. Their take on the antitrust risk on our proposed combination is misleading and further reflects the board's apparent entrenchment," said Patrick Pacious, Choice's president and CEO. "Wyndham's characterization of the lodging industry's competitive landscape and relevant regulatory criteria is incorrect. Our pro-competitive combination is well positioned to obtain approval, and we remain committed to completing it for the benefit of both companies' franchisees, shareholders and guests."

CHOICE HOTELS INTERNATIONAL has completed its acquisition of Radisson Hotels Americas for $675 million. The transaction includes Radisson's franchise business, operations and intellectual property. The merger, which was announced in June, will add Radisson's nine brands to Choice, bringing it to 624 hotels. "With the close of this transaction, Choice Hotels International has added approximately 67,000 rooms, expanding its presence in the higher revenue upper upscale and upscale full-service segments, and bolstering its core upper-midscale hospitality segment, particularly in the West Coast and Midwest of the U.S.," the company said in a statement. As part of the transaction, which covers properties in Canada, Latin America and the Caribbean as well as the U.S., Choice will independently own and control the brands in the Americas and will work with Radisson to drive the growth, continuity and success of the brands, according to a joint press release from the companies. Choice's board of directors unanimously approved the transaction, and it was expected to close in the second half of 2022. It was funded by cash on hand and revolver borrowings and includes 10 Radisson Blu hotels, 130 Radisson hotels, 9 Radisson Individuals, 1 Park Plaza hotel, 4 Radisson RED hotels, 453 Country Inn & Suites by Radisson and 17 Park Inn by Radisson hotels, as well as the recently launched Radisson Inn & Suites and Radisson Collection brands.

CHOICE HOTELS INTERNATIONAL is implementing "Choice Direct Pay," a system that allows corporate customers to make reservations for their employees and guests at multiple Choice hotels. The new system then bills the companies directly through a single, centralized invoice. Choice Direct Pay also would provide weekly consolidated invoicing so corporate travelers can pay for all stays at one time. Users can download and manage their invoice data through an individualized online portal, and centralized customer support can help with the enrollment process, check the status of payments and invoices and resolve issues with charges. The program also allows users to add project costs and department codes to bills to further simplify the reconciliation process. They also can access to existing negotiated and chainwide rates and search for participating hotels, as well as adjust their stay dates.

WYNDHAM HOTELS & RESORTS' board of directors has officially advised the company's shareholders not to support an exchange offer from Choice Hotels International to acquire Wyndham. The offer is "insufficient" and prone to regulatory risks, the board said. Choice announced its latest offer directly to Wyndham stockholders last week. At that time, Wyndham's board said at that time that it would review the offer, though it also said it appeared to be the same as the original offer it rejected in November. On Monday, the board released its official statement rejecting the latest offer. "Choice has, once again, failed to address the major value gap and risks of their offer - which remains virtually unchanged from the terms outlined in their previous unsolicited proposal," said Stephen Holmes, chairman of the board. "The core issues we have articulated remain the same: a likely prolonged regulatory review period of up to 24 months with an uncertain outcome; the pure inadequacy of the offer from a valuation standpoint, including the significant equity component of Choice stock; and the lack of consideration for Wyndham's superior, standalone growth prospects."

A NEW ENVIRONMENTAL, social and governance report released by Choice Hotels International highlights steps that would allow the company to reduce utility costs, save time for franchisees, and increase Choice's ESG commitments. Those steps include new energy- and water-saving technology, diversity goals for hotel ownership and more. The report entitled "Building a Better Tomorrow, Today" lays out the company's plan to being a good corporate citizen, according to a release. "Choice Hotels shares a uniting belief that tomorrow will be even better than today, and we are committed to building that better tomorrow," said Patrick Pacious, Choice's CEO, in the report. "As one of the largest lodging franchisors in the world, we are building on more than 80 years of success in developing a portfolio of diversified brands and creating a lasting, sustainable legacy for the future - one hotel, one family, one community at a time." Key findings The report further details measures being undertaken by Choice to integrate ESG standards and principles into its long-term decision-making and operations, including: Reporting Scope 1 and Scope 2 greenhouse gas emissions for the first time and aligning ESG disclosures with the Sustainability Accounting Standards Board standards and the United Nations Sustainable Development Goals. Appointing an executive with knowledge of the business as vice president, sustainability and creating two new ESG governance forums to strengthen Choice's ESG strategy and execution. Joining the Sustainable Hospitality Alliance, a global network that champions responsible hospitality, and becoming one of its largest members. Relaunching HERtels by Choice, driving a 53 percent year-over-year increase in the company's hotel franchise deals with woman owners. Committing $25 million in incentives for contracts with underrepresented minority and woman owners by 2025. Setting a goal to increase the representation of women in senior leadership roles to 50

CHOICE HOTELS INTERNATIONAL is continuing its bid to acquire Wyndham Hotels & Resorts after twice being rejected by Wyndham's board of directors. Now Choice has launched an exchange offer "to present its compelling proposal directly to Wyndham shareholders" and plans to nominate its own candidates for Wyndham's board. However, Wyndham's board continues its refusal to accept the offer, saying it remains substantially the same as the last bid it rejected and does not address the board's concerns about the deal's regulatory viability and benefits to stockholders. It also said in a statement that Choice currently owns less than 1.7 percent of Wyndham common stock and is "restricted from further purchases without antitrust approval."

CHOICE HOTELS INTERNATIONAL has entered into a definitive agreement to acquire the franchise business, operations and intellectual property of Radisson Hotel Group Americas for approximately $675 million. The addition of Radisson's nine brands to Choice will bring with it 624 hotels with more than 68,000 rooms. As part of the transaction, which covers properties in Canada, Latin America and the Caribbean as well as the U.S., Choice will independently own and control the brands in the Americas and will work with Radisson to drive the growth, continuity and success of the brands, according to a joint press release from the companies. It will be funded by cash on hand and revolver borrowings and includes 10 Radisson Blu hotels, 130 Radisson hotels, 9 Radisson Individuals, 1 Park Plaza hotel, 4 Radisson RED hotels, 453 Country Inn & Suites by Radisson and 17 Park Inn by Radisson hotels, as well as the recently launched Radisson Inn & Suites and Radisson Collection brands. Choice's board of directors unanimously approved the transaction and is expected to close in the second half of 2022, pending regulatory approvals and customary closing requirements. The transaction is not anticipated to change Choice's current capital allocation strategy related to dividend payment policy and planned share repurchases.

IN MARCH, THE U.S. celebrated the achievements and history of women as part of Women's History Month. In recognition of the month, some hotel companies introduced or continued programs aimed at increasing women's role in the industry. In line with the Women's History Month theme this year "Celebrating Women Who Tell Our Stories," Choice Hotels International kicked off its "HERtels at Choice Development Seminar" with nearly 40 franchise owners, general managers, and hotel associates in attendance. At the same time, Wyndham Hotels & Resorts' "Women Own the Room" initiative has signed over 30 hotels across the U.S. and Canada in the first year of its launch. Also, California hotelier and philanthropist Sunil "Sunny" Tolani issued a special message for the month. HERtels by Choice Choice Hotels took the recently held Hunter Hotel Conference in Atlanta as a launch pad for its inaugural HERtels seminar. The event was held next door to the Marriott Marquis Atlanta, Hunter's venue, and is an enhancement of Choice's HERtels program that was launched in 2021. "While industry-wide parity is improving, with more female investors, directors, and leaders in hospitality than ever before, women entrepreneurs still face significant economic and societal barriers when it comes to hotel ownership and development. As an industry, we owe it to the next generation of hoteliers to change this statistic," said John Lancaster, vice president for emerging markets, franchise development and owner relationships, Choice Hotels International. "This initiative and the invaluable resources it provides is a natural extension of our industry-leading emerging markets program and our enduring commitment to helping growth-minded entrepreneurs further their unique ownership journey."

CHOICE HOTELS INTERNATIONAL has named its eight nominees for the board of directors for Wyndham Hotels & Resorts to be voted on in Wyndham's 2024 shareholder meeting. The nominees, including Jay Shah, executive chairman at Hersha Hospitality Trust, are expected to support Choice's bid to acquire Wyndham despite multiple rejections by the latter. In response, Wyndham said it will evaluate the nominees as part of its due diligence, but it also said the nominees were "hand-picked to push through their offer." Along with Shah, Choice's nominees are: Barbara Bennett, founder and principal executive of business consulting firm Bennett West LLC. Emanuel Pearlman, founder, chairman and CEO of investment management and financial consulting firm Liberation Investment Group. Fiona Dias, digital commerce consultant who served as the chief strategy officer of online shopping service ShopRunner from 2011 to 2014. James Nelson, CEO of real estate investment trust Global Net Lease, Inc. Nana Mensah, founder, chairman and CEO of food packaging and processing equipment exporter 'XPORTS Inc. Susan Schnabel, founder and co-managing partner of buyout fund advisor aPriori Capital Partners. William Grounds, principal of his advisory business Burraneer Capital Advisors LLC. "These nominees are proven leaders with wide-ranging expertise across relevant industries, including deep proficiency in the hospitality and franchising sectors," said Stewart Bainum, chairman of Choice's board of directors. "We are confident the nominees' industry, finance, governance and board experience will greatly benefit Wyndham shareholders. Most importantly, if elected, the nominees will exercise their independent judgment to serve Wyndham shareholders' best interests, which Choice believes is to move with urgency to maximize the value that could be created for them through a combination with Choice."

TWO PROMINENT AAHOA members recently came out in support of Choice Hotels International's continuing efforts to merge with Wyndham Hotels & Resorts, including one who is among Choice's nominations for Wyndham's board of directors. However, AAHOA said it remains concerned about the impact of the deal and released results of a survey of its members that found most opposed the merger. Since Choice first made its offer for Wyndham public in October after Wyndham's initial rejection the two companies have traded barbs trying to convince Wyndham shareholders to support or reject the deal. When Choice earlier this week named its eight nominees for Wyndham's board, among them was Jay Shah, executive chairman at Hersha Hospitality Trust. While Hersha has not replied to two efforts to solicit a comment from Shah about his opinion on Choice's offer, the candidates are expected to support it if elected in Wyndham's 2024 shareholder meeting. Also, in an article in Reuters about the takeover attempt, Mike Leven, who co-founded AAHOA, spoke in favor of the deal.

"UNSTOPPABLE" WAS THE theme for Choice Hotels International's 67th Owner & Franchisee Convention in Las Vegas last week. In keeping with that, the company announced new software tools, a new prototype and more news on the incorporation of more than 600 newly acquired Radisson Hotels Americas properties. Nearly 6,000 hotel owners, general managers and Choice associates attended the three-day event at Mandalay Bay Resort and Casino, according to the company. It included more than 85 educational and brand sessions as well as 275 vendor exhibits. "At our 67th Annual Convention, we celebrated our shared success with thousands of Choice franchisees, examined key travel industry trends, and revealed our plans to capitalize on them and keep the momentum going," said Pat Pacious, Choice's president and CEO. "We're inspired by the ways these entrepreneurs bet on themselves, and we are committed to being by their side as we continue to disrupt the industry together."

In our exclusive Leadership Series interview, Pat Pacious, president and CEO of Choice Hotels International, reflects on his organization's relationship with AAHOA, his opposition to the proposed New Jersey State legislation on fair franchising and why Asian hoteliers are still important to the company. In the end, he said, it's about keeping state governments out of a dialogue that should be held between franchisers and their franchisees regarding subjects such as selling loyalty points and revenue from preferred vender programs. Pacious also discussed other key topics in the conflict between AAHOA and several large hotel companies, including Choice as well as Marriott International. Also in the interview, held at Choice's recent 67th Owner & Franchisee Convention in Las Vegas, Pacious discusses topics addressed at the convention, such as Choice's recent acquisition of Radisson Hotels Americas. He also comments on the company's offering to current and future franchisees and the importance of Asian American owners. 'This is not about fair franchising' In February, Choice announced it would "pause its partnership" with AAHOA, according to an alert to AAHOA members. AAHOA said Choice's decision came in response to AAHOA's 12 Points of Fair Franchising and its public support for New Jersey Assembly Bill A1958, which would make changes to the New Jersey Franchise Practices Act. Prior to Choice's action, Marriott had announced it was withdrawing its support for AAHOA for the same reason, and both companies chose not to attend the 2023 AAHOA Conference and Trade Show in Los Angeles in early April. Other companies, including Hilton and IHG Hotels & Resorts, also did not attend.

CHOICE HOTELS INTERNATIONAL and Wyndham Hotels & Resorts announced the launch of a new brand and a new prototype respectively during the Americas Lodging Investment Summit in Los Angeles this week. Choice bills its Everhome Suites as a new-construction midscale extended-stay brand while Wyndham's Arbor new-build prototype for its Wyndham Garden brand focuses on reducing construction costs. Choice broke ground on the first Everhome Suites in Corona, California, shortly after officially launching the brand. It also has agreements for the development of 13 more of the new brand in Austin, Texas, and Los Angeles, and the company expects the first opening in 2021. Everhome Suites is meant to fill a gap in the extended-stay market, said Patrick Pacious, Choice's president and CEO.

FRANCHISEE RESILIENCE AND determination was the focus of Choice Hotels International's 66th annual convention in Las Vegas last week. In keeping with that theme, in a press conference at the convention, corporate leadership for Choice said they are working with AAHOA on ways to implement the association's recently updated 12 Points of Fair Franchising. More than 5,200 people attended the conference, including franchisees and their families. Other news from the event includes the announcement of a new program to promote women ownership of hotels and the hiring of two new franchise development directors. "GO" was the theme of the convention, in recognition of the struggles Choice's franchisees have faced over the past three years of pandemic and economic downturn. The company overcame those challenges, driving new business, advocating for government aid and reducing operating costs for franchisees, said Patrick Pacious, Choice's president and CEO. It also surpassed 2019 system-wide performance levels.

DRIVE-TO DESTINATIONS, such as beach towns, have seen steadily rising occupancy this summer as people seek to escape the restrictions of life in the COVID-19 pandemic. That is driving a wave of developments of Choice Hotels International's upscale Cambria brand around the country, including Cambria Hotel Ocean City - Bayfront in Ocean City, Maryland, developed by Mihir Wankawala of The Wankawala Organization. The eight-story, 137-room Cambria Ocean City - Bayfront, the fourth Cambria in the state, is near the city's Boardwalk and the Inlet event forums as well as other attractions like the Outlets Ocean City shopping center, Splash Mountain Water Park and Northside Park. Wankawala, who partnered with Tauhid Islam of PiNNacle Hospitality Group on the hotel, said he has confidence in the market despite the current pandemic related downturn. Work on the hotel had just been completed when the pandemic hit.