Group items tagged

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.

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 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."

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 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."

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."

HOS Management, led by President Kris Patel, recently acquired Residence Inn Savannah Midtown in Georgia. The 66-key hotel is near City Market, Oglethorpe Mall, Candler Hospital, historic downtown Savannah, River Street, SCAD, and Memorial Health University Medical Center. The property also provides easy access to the beaches of Tybee Island, St. Simons, and Jekyll Island. "We had a great experience working with Hunter Hotel Advisors, especially Mayank Patel and his team, on this acquisition," said Patel. "The Residence Inn Savannah Midtown is the perfect Marriott addition to our portfolio." HOS Management, based in Savannah, Georgia, is a family-operated hotel development and management company with properties under brands like Marriott International, Hilton, IHG Hotels and Resorts, and Wyndham. Founded by brothers Anil and Kirit Patel, the company began with the acquisition of the Benton Motel, their first independent motel, in 1985.

CHOICE HOTELS INTERNATIONAL appears to be moving on from its failed attempt to acquire Wyndham Hotels & Resorts, according to statements from its executive team during the company's first quarter earnings call May 8. The quarter saw overall positive performance for the company, including record growth in its pipeline and $63.7 million adjusted net income, a 9 percent rise over the same period of last year. The main portion of the call was dedicated to reporting the highlights of the quarter. For example, Choice's EBITDA during the quarter grew to $124.3 million, a first quarter record and a 17 percent increase compared to the same period of 2023. Its global pipeline as of March 31 increased 10 percent to a company record of more than 115,000 rooms, including a 36 percent increase in the global pipeline for conversion rooms. Its domestic rooms pipeline increased by 11 percent since Dec. 31, highlighted by a 59 percent increase for conversion rooms.