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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."

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 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."