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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.

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 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."

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."

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.

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.