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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 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."

WYNDHAM HOTELS & RESORTS and WaterWalk recently launched a new upscale brand, "WaterWalk Extended Stay by Wyndham." This deal will introduce up to 11 hotels with more than 1,500 rooms, initially in markets such as Tucson, Jacksonville, and Wichita. Pictured is the lobby of the WaterWalk by Wyndham - Phoenix. The new brand is Wyndham's 25th addition to its portfolio and will join the company's existing economy and mid-scale extended-stay brands, Wyndham said in a statement. "In the last year, guest demand for the extended stay segment reached record highs, which has been underscored by demand from owners and developers looking for new opportunities to partner with Wyndham," said Chip Ohlsson, Wyndham's chief development officer. "Our vision is to offer the industry's most robust portfolio of extended stay brands and the addition of WaterWalk marks an important step in that direction-helping ensure we have an offering in every segment, for every owner and for every guest." WaterWalk, founded by the late Jack DeBoer, currently runs 11 hotels in the U.S., the statement added. Newer hotels adopt the brand's Gen 2.0 prototype, focusing on efficient design and lower operating costs to increase profitability.

WYNDHAM HOTELS AND RESORTS launched the new "Extra Mile" initiative to show support and gratitude towards flight attendants, ahead of the International Flight Attendant Day on May 31, a statement said. The hotel company is partnering with TV personality and former flight attendant Lauren Lane for the project. As part of the scheme, when flight attendants check-in at select hotels across the U.S., some will receive a $10 gift cards, in the form of reward points, to popular retailers like Starbucks and Amazon while others will receive a free weekend stay at the Wyndham hotel of their choice. "Our Wyndham team members consistently go the extra mile and the same is true of our travel counterparts in the sky, so many of whom are the first touch point on our guests' journey to us," said Jurgen Schafers, Wyndham brand leader and vice president of operations. "With thousands of attendants staying with Wyndham, often in between routes, this is our way of saying thank you and letting them know we appreciate all they do."

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."

WYNDHAM HOTELS & RESORTS has entered into a new agreement with Groups360 to bring instant online multi-room bookings to Wyndham hotels in 2023. Using Groups360's GroupSync Marketplace direct booking solution, Wyndham hotel owners will have the opportunity to integrate the platform with their hotel reservation systems, providing travel planners, including groups and events organizers along with those managing infrastructure, logistics and corporate accounts, with rates and availability as well as booking of rooms online, the company said in a statement. "Over the last three years, Wyndham has invested over $100 million in major technology initiatives, giving our franchisees access to best-in-class offerings that unlock new efficiencies while helping to grow their bottom line," said Lisa Checchio, Wyndham's chief marketing officer. "Bringing franchisees access to GroupSync is just the latest example and one we believe offers incredible opportunity for franchisees, particularly those in the economy segment, where such technology is an industry first." Hotels that publish live inventory and rates within the GroupSync Marketplace save travel planners' valuable time by allowing them to search, shop and book blocks of rooms. Possible users include short one- to-two-night group events such as youth sports, weddings and family reunions, as well as multi-week infrastructure or logistics projects such as commercial construction, bridge repair or highway expansion, Wyndham's statement said.

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."

WYNDHAM HOTELS & RESORTS released fourth quarter and full year 2023 earnings that included record-high rooms growth. Geoff Ballotti, Wyndham's president and CEO, said the strong results reinforce the company's decision to refuse Choice Hotels International's ongoing efforts to buy Wyndham out. In its earning call, Wyndham reported that system-wide rooms grew organically by 3.5 percent year-over-year, a record high. The company opened a record 66,000 organic rooms, a 3 percent year-over-year increase. Its development pipeline grew 1 percent sequentially and by 10 percent year-over-year to 240,000 rooms, another record, including 98 new contract signings for its ECHO Suites brand, a 60 percent YoY growth in that part of the pipeline. Wyndham's shareholders, who will be key to determining the success or failure of Choice's efforts to acquire the company, saw several benefits from last year's performance. Fourth quarter diluted earnings per share was 60 cents with a net income of $50 million. The company returned $515 million to shareholders for the full-year through $397 million of share repurchases and quarterly cash dividends of $0.35 per share. Its board of directors also authorized a 9 percent increase in the quarterly cash dividend to $0.38 per share beginning with the dividend expected to be declared in first quarter of 2024.

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.

WYNDHAM HOTELS & RESORTS and lifestyle hospitality developer sbe launched a new soft brand during the American Lodging Investment Summit in Los Angeles last week. Temporarily dubbed "Project HQ Hotels & Residences," the new brand aims to attract younger travelers looking for an experience. Project HQ is meant to represent sbe's "smart lifestyle" hotel category that is designed to draw in Millennial and Gen Z guests by providing memorable experiences at more affordable rates, according to Wyndham. The name is based on the idea that Project HQ hotels, which will be affiliated with Wyndham's Registry Collection Hotels, will serve the guests' headquarters in the heart of cities where they are located. Project HQ hotels will include pre-approved FF&E packages, supply chain, technology integrations, OS&E packages and programming to monetize otherwise underutilized spaces of the property. Led by Sam Nazarian as chairperson, sbe provides F&B packages that include Casa Dani from Chef Dani García; MXO, a Mexican Steakhouse by Chef Wes Avila; and Katsuya by Chef Katsuya Uechi.

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."

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."

MARCH IS WOMEN'S History Month, a time to focus attention on women's role in business and society. It also is the second month for Wyndham Hotels & Resorts' new "Women Own the Room" program that aims to open the door for more women to achieve hotel ownership. Two of the first participants in the program are Trusha Patel, founder and CEO of Platinum Holdings in Austin, Texas, and Neha Jadhav of Chantilly, Virginia, founder of Luminous Hotel Management. Both women are opening dual-brand La Quinta and Hawthorn Suites hotels with assistance from WOTR assistance. Correcting an imbalance Wyndham launched WOTR in January in an effort to overcome the common barriers women face in developing, opening and running their own hotel. The program provides assistance with financial solutions, personalized operational support and networking and educational opportunities. Programs such as WOTR are needed to counter hospitality industry data that shows women are significantly underrepresented in hotel ownership, real estate, and investment funding roles, Wyndham said in a press release. The company cited the most recent annual report from the Castell Project, a nonprofit focused on promoting women in the industry, that found that while there are more women in the hospitality industry they still lag behind in leadership roles.

WYNDHAM HOTELS & RESORTS' Women Own the Room surpassed 15 hotel openings and 50 signings in just over 24 months. The program has expanded its network to more than 550 women, leveraging Wyndham's scale to break down barriers to hotel ownership, Wyndham said in a statement. "For decades, the hotel industry has been complacent in allowing women to remain on the sidelines of hotel ownership and in turn, has missed out on the opportunity to strengthen itself through greater diversity," said Galen Barrett, Wyndham's vice president for strategic franchise initiatives. "Women Own the Room and the subsequent programs it has inspired throughout the industry are finally changing the narrative and Wyndham is proud to lead the way." According to data from the U.S. Bureau of Labor Statistics and the Castell Project, although women comprise nearly 60 percent of the hospitality workforce, they hold only one leadership position for every 10 men.

WYNDHAM HOTELS & RESORTS franchisees now have access to a package of new guest engagement platforms at no cost, the company announced at its 2023 Global Conference in Anaheim, California. Wyndham executives also discussed the company's continued growth, including international developments and investments in India. Wyndham Community, the company's new owner engagement platform, was developed with feedback from the company's franchise advisory and brand councils. The software packages cover guest messaging, mobile check-in and check-out and upselling, all rolling out over the next few weeks. "Our focus is really, first and foremost, creating programs that franchisees aren't mandated to participate in, but have the opportunity to opt into," said Geoff Ballotti Wyndham's president and CEO. "Opting into a program like our most opted into program, Signature Reservation Service, allows them to not just drive $22,000 on average of incremental revenue at $1,000 cost, which is why 4,500 of our 6,000 us franchisees have opted into that. They haven't been mandated to sign up for the service, but they know it just makes a whole lot of sense."

WYNDHAM HOTELS & RESORTS now has a mobile tipping solution for its U.S. and Canadian franchisees, the company said in a statement. Developed by Béné, the platform enables guests to tip hotel team members digitally via their preferred mobile device. According to consulting firm McKinsey, 82 percent of Americans are now using digital payments, Wyndham said in its statement. The trend was accelerated by the pandemic, said Scott Strickland, Wyndham's chief information officer, and he expects it will only continue in the coming years. "Having previously empowered our franchisees to accept digital, contactless payment for stays at their hotels, the next logical step was to find a solution that allows guests to recognize housekeepers, wait staff and other frontline team members in a similar fashion," Strickland said. "This platform does exactly that and at virtually no cost to franchisees."

GEOFF BALLOTTI, PRESIDENT and CEO of Wyndham Hotels & Resorts, is the second recipient of the Arne Sorenson Social Impact Leadership Award. The award is presented by the American Hotel & Lodging Association, the American Hotel & Lodging Foundation and the BHN Group. Ballotti will receive the award Jan. 22 AHLA Foundation's premier fundraising gala, Night of a Thousand Stars, and again during the 22nd Annual Americas Lodging Investment Summit in Los Angeles on Jan. 24, according to AHLA. The award is named after Arne Sorenson, the former president and CEO of Marriott International who passed away in 2021, and in December of that year David Kong, the recently retired president and CEO of Best Western Hotel Group, was the inaugural recipient. "Geoff - much like Arne - is a true embodiment of all the good that hospitality represents. His empathy, his accessibility and his commitment to doing the right thing is what makes him one of our industry's greatest leaders," said Chip Rogers, AHLA president and CEO. "The story of his success, from dishwasher to CEO of the world's largest hotel franchisor, is inspirational - as is his dedication to ensuring the success of future hotel leaders. I am lucky to call Geoff a colleague and friend, and it fills me with pride to honor him with this award."

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."