Choice Hotels International Inc. has terminated its takeover bid of Wyndham Hotels & Resorts Inc. following the expiration of the exchange offer to acquire all of Wyndham’s issued and outstanding shares. Choice is also withdrawing its nomination of the independent director candidates for election at Wyndham’s 2024 Annual Meeting of Stockholders.
The termination ends Choice’s pursuit of the company, which went public last October.
The exchange offer expired on March 8. No shares of Wyndham stock were purchased by WH Acquisition Corporation, a wholly owned subsidiary of Choice, pursuant to the exchange offer. Choice has instructed the exchange agent for the exchange offer to promptly return all tendered shares of Wyndham stock to the tendering 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,” Choice said in a statement. “As such, Choice has decided not to extend the exchange offer and is withdrawing its slate. Choice intends to continue focusing on its standalone strategy, which the company is confident will create significant long-term value for its stockholders and franchisees.”
Wyndham responds
Wyndham released a statement on the expiration of Choice’s exchange offer and its decision to withdraw its slate of nominees for election to Wyndham’s board of directors at the 2024 Annual Meeting of Shareholders:
“The Wyndham board is pleased that Choice has ended its hostile pursuit and proxy contest, following the expiration of its unsolicited exchange offer,” said Stephen P. Holmes, chairman of the board. “We are confident in Wyndham’s standalone strategy and growth prospects under the leadership of our proven management team. The Board remains committed to acting in the best interests of our shareholders and driving superior long-term value creation.”
Geoff Ballotti, president/CEO, added, “Wyndham is focused on moving ahead with the execution of our strategic plan, building on our success and generating meaningful value. We look forward to doing so without the unnecessary distraction of this situation and disruption to our business. We would like to thank our shareholders and franchisees for their continued support and our team members for their dedication and focus throughout this process.”
