Wyndham Stockholders Need to Send a Clear
Message to the Wyndham Board to Engage
Constructively
NORTH
BETHESDA, Md., March 5,
2024 /PRNewswire/ -- Choice Hotels International,
Inc. (NYSE: CHH) ("Choice") urges the stockholders of Wyndham
Hotels & Resorts, Inc. (NYSE: WH) ("Wyndham") to tender their
shares into the exchange offer ahead of its expiration at
5:00 p.m. ET on Friday, March 8,
2024. 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. 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.
Choice launched the exchange offer in December to take the
proposed transaction directly to Wyndham's stockholders and begin
the regulatory approval process. Over the past several months,
Choice has made significant progress addressing regulatory requests
and offered above-market regulatory protections, including a
significant reverse termination fee and ticking fee. Choice has
also spoken to the holders of a significant number of Wyndham's
shares, and the resounding feedback from stockholders is that they
would like to see Choice and Wyndham genuinely explore a
value-maximizing transaction in a constructive manner.
Unfortunately, Wyndham has been unwilling to provide any feedback
on specific transaction terms that its board might find
acceptable.
Choice continues to believe its current offer reflects a fulsome
value, and the proposed value of $90
per share1 represents a multiple far in excess of
what Wyndham has been able to achieve as a stand-alone business. In
addition, and as Choice has stated before, Wyndham has refused to
provide Choice access to any information that may have resulted in
Choice's ability to improve its offer. While Choice is committed to
the transaction and would like to work expeditiously to deliver a
value-maximizing transaction to Wyndham stockholders, Wyndham's
recent quarterly results give Choice limited confidence in further
enhancing its proposal without proper due diligence.
Choice remains steadfast in its belief that a combination offers
a compelling value to all stockholders, benefits franchisees and
guests, and will receive regulatory approvals within a one-year
customary timeframe. As a result, Choice believes that Wyndham
stockholders should tender their shares to send a clear message to
Wyndham's board to engage in good faith to reach a value maximizing
transaction.
It should be noted that tendering shares into the offer does not
obligate Wyndham stockholders to accept the current Choice offer.
Holders may immediately withdraw any shares tendered upon notice of
an extension, which Choice is required to publish not later than
9:00 a.m. ET on March 11, 2024, if Choice decides to extend the
offer.
About Choice Hotels®
Choice Hotels International, Inc. (NYSE: CHH) is one of the
largest lodging franchisors in the world. The challenger in the
upscale segment and a leader in midscale and extended stay, Choice®
has nearly 7,500 hotels, representing almost 630,000 rooms, in 46
countries and territories. A diverse portfolio of 22 brands that
range from full-service upper upscale properties to midscale,
extended stay and economy enables Choice® to meet travelers' needs
in more places and for more occasions while driving more value for
franchise owners and shareholders. The award-winning Choice
Privileges® rewards program and co-brand credit card options
provide members with a fast and easy way to earn reward nights and
personalized perks. For more information, visit
www.choicehotels.com.
Forward-looking Statements
Information set forth herein includes "forward-looking
statements." Certain, but not necessarily all, of such
forward-looking statements can be identified by the use of
forward-looking terminology, such as "expect," "estimate,"
"believe," "anticipate," "should," "will," "forecast," "plan,"
"project," "assume," or similar words of futurity. All statements
other than historical facts are forward-looking statements. These
forward-looking statements are based on management's current
beliefs, assumptions, and expectations regarding future events,
which in turn are based on information currently available to
management. Such statements include, but are not limited to, the
ultimate outcome of any possible transaction between Choice and
Wyndham (including the possibility that the parties will not agree
to pursue a business combination transaction or that the terms of
any definitive agreement will be materially different from those
described); uncertainties as to whether Wyndham will cooperate with
Choice regarding the proposed transaction; Choice's ability to
consummate the proposed transaction with Wyndham; the conditions to
the completion of the proposed transaction, including the receipt
of any required shareholder approvals and any required regulatory
approvals; Choice's ability to finance the proposed transaction
with Wyndham; Choice's indebtedness, including the substantial
indebtedness Choice expects to incur in connection with the
proposed transaction with Wyndham and the need to generate
sufficient cash flows to service and repay such debt; the
possibility that Choice may be unable to achieve expected
synergies and operating efficiencies within the expected timeframes
or at all and to successfully integrate Wyndham's operations with
those of Choice, including the Choice rewards program; the
possibility that Choice may be unable to achieve the benefits of
the proposed transaction for its franchisees, associates, investors
and guests within the expected timeframes or at all, including that
such integration may be more difficult, time-consuming or costly
than expected; that operating costs and business disruption
(without limitation, difficulties in maintaining relationships with
associates, guests or franchisees) may be greater than expected
following the proposed transaction or the public announcement of
the proposed transaction; and that the retention of certain key
employees may be difficult. Such statements may relate to
projections of Choice's revenue, expenses, EBITDA, adjusted EBITDA,
earnings, debt levels, ability to repay outstanding indebtedness,
payment of dividends, repurchases of common stock and other
financial and operational measures, including occupancy and open
hotels, RevPAR, and Choice's liquidity, among other matters. We
caution you not to place undue reliance on any such forward-looking
statements. Forward-looking statements do not guarantee future
performance and involve known and unknown risks, uncertainties, and
other factors.
Several factors could cause actual results, performance or
achievements of the company to differ materially from those
expressed in or contemplated by the forward-looking statements.
Such risks include, but are not limited to, changes to general,
domestic and foreign economic conditions, including access to
liquidity and capital; the ability to realize the anticipated
long-term benefits and synergies of the acquisition of Radisson
Hotels Americas to the extent anticipated; changes in consumer
demand and confidence, including consumer discretionary spending
and the demand for travel, transient and group business; the timing
and amount of future dividends and share repurchases; future
domestic or global outbreaks of epidemics, pandemics (including
COVID-19) or contagious diseases or fear of such outbreaks, and the
related impact on the global hospitality industry, particularly but
not exclusively the U.S. travel market; changes in law and
regulation applicable to the travel, lodging or franchising
industries, including with respect to the status of the company's
relationship with employees of our franchisees; foreign currency
fluctuations; impairments or declines in the value of the company's
assets; operating risks common in the travel, lodging or
franchising industries; changes to the desirability of our brands
as viewed by hotel operators and customers; changes to the terms or
termination of our contracts with franchisees and our relationships
with our franchisees; our ability to keep pace with improvements in
technology utilized for marketing and reservations systems and
other operating systems; our ability to grow our franchise system;
exposure to risks related to our hotel development, financing and
ownership activities; exposures to risks associated with our
investments in new businesses; fluctuations in the supply and
demand for hotel rooms; our ability to realize anticipated benefits
from acquired businesses; impairments or losses relating to
acquired businesses; the level of acceptance of alternative growth
strategies we may implement; the impact of inflation; cyber
security and data breach risks; climate change and sustainability
related concerns; ownership and financing activities; hotel
closures or financial difficulties of our franchisees; operating
risks associated with our international operations; labor
shortages; the outcome of litigation; our ability to effectively
manage our indebtedness and secure our indebtedness, including
additional indebtedness incurred as a result of the acquisition of
Radisson Hotels Americas; and developments with respect to the
proposed acquisition of Wyndham. These and other risk factors
that may affect Choice's or Wyndham's operations are discussed in
detail in the applicable company's filings with the U.S. Securities
and Exchange Commission, including the applicable company's Annual
Report on Form 10-K. We undertake no obligation to publicly update
or revise any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by
law.
Additional Information
This communication relates to a proposal that Choice has made
for a business combination transaction with Wyndham, the exchange
offer which Choice, through WH Acquisition Corp., its wholly owned
subsidiary, has made to Wyndham stockholders and the nomination of
nominees for Wyndham's 2024 Annual Meeting of Stockholders (the
"Wyndham 2024 Annual Meeting"). The exchange offer is being made
pursuant to a tender offer statement on Schedule TO (including the
offer to exchange, the letter of election and transmittal and other
related offer documents) and a registration statement on Form S-4,
each initially filed by Choice on December
12, 2023 and subsequently amended. These materials, as may
be further amended from time to time, contain important
information, including the terms and conditions of the exchange
offer. On February 14, 2024, Choice
filed a preliminary proxy statement (the "Choice Meeting Proxy")
with the United States Securities and Exchange Commission (the
"SEC") relating to a special meeting of Choice stockholders seeking
approval of the issuance of Choice shares in combination with
Wyndham. On February 27, 2024, Choice
filed a preliminary proxy statement (the "Wyndham Annual Meeting
Proxy Statement") and accompanying preliminary BLUE proxy card with
the SEC with respect to the Wyndham 2024 Annual Meeting. In
furtherance of its proposal for a business combination transaction
with Wyndham, and subject to future developments, Choice (and, if
applicable, Wyndham) may file additional registration statements,
proxy statements, tender or exchange offers or other documents with
the SEC. This communication is not a substitute for any proxy
statement, registration statement, tender or exchange offer
document, prospectus or other document Choice and/or Wyndham have
filed or may file with the SEC in connection with the proposed
transaction.
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended. INVESTORS AND SECURITY HOLDERS
OF CHOICE AND WYNDHAM ARE URGED TO READ THE PROXY STATEMENT(S),
REGISTRATION STATEMENT, TENDER OFFER STATEMENT, PROSPECTUS
(INCLUDING THE CHOICE MEETING PROXY, THE FORM S-4, OFFER TO
EXCHANGE, THE LETTER OF ELECTION AND TRANSMITTAL AND OTHER RELATED
OFFER DOCUMENTS) AND/OR OTHER DOCUMENTS FILED WITH THE SEC
INCLUDING ANY AMENDMENTS TO PREVIOUSLY FILED DOCUMENTS CAREFULLY IN
THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL
CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) or
prospectus(es) (if and when available), including the Wyndham
Annual Meeting Proxy Statement and the Choice Meeting Proxy, will
be mailed to shareholders of Choice and/or Wyndham, as applicable.
Investors and security holders may also obtain free copies of these
documents (if and when available), including the Wyndham Annual
Meeting Proxy Statement and the Choice Meeting Proxy, and other
documents filed with the SEC by Choice through the web site
maintained by the SEC at www.sec.gov, and by visiting Choice's
investor relations site at www.investor.choicehotels.com.
This communication is neither a solicitation of a proxy nor a
substitute for any proxy statement or other filings that may be
made with the SEC. Nonetheless, Choice, its executive officers and
directors, WH Acquisition Corporation, which is the wholly owned
subsidiary of Choice formed to facilitate the exchange offer
("Purchaser") and, with respect to the Wyndham Annual Meeting
Proxy, the candidates nominated by Choice for election at the
Wyndham 2024 Annual Meeting (the "Choice Nominees"), may be deemed
to be participants in the solicitation of proxies. You can find
information about Choice and its executive officers and directors
in the Annual Report on Form 10-K for the year ended December 31, 2023 filed by Choice with the SEC on
February 20, 2024 and the definitive
Proxy Statement on Schedule 14A filed by Choice with the SEC on
April 18, 2023. You can find
information about Purchaser and further information about Choice
and its executive officers and directors in the registration
statement on Form S-4 filed by Choice on December 12, 2023 (including any amendments
thereto) and the Choice Meeting Proxy. Information about the Choice
Nominees is available at createvaluewithchoice.com and is included
in the Wyndham Annual Meeting Proxy Statement. Additional
information regarding the interests of such potential participants
will be included in additional registration statements, proxy
statements, tender or exchange offer documents or other documents
filed with the SEC. These documents (if and when available) may be
obtained free of charge from the SEC's website at www.sec.gov and
by visiting Choice's investor relations site at
www.investor.choicehotels.com.
1 Based on Choice's share price as of the
pre-release date of October 16,
2023.
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SOURCE Choice Hotels International, Inc.