Choice Hotels International has announced the expiration of its exchange offer to acquire all of the issued and outstanding shares of Wyndham Hotels & Resorts.
Choice is also withdrawing its nomination of its director candidates for election at Wyndham's 2024 annual meeting of stockholders.
The company’s board of directors has approved an increase in the number of shares authorised under its share repurchase programme by five million shares. When added to the remaining number of available shares previously authorised for repurchase, this results in a total authorisation of approximately 6.8m shares.
In a statement, Choice criticised Wyndham’s “refusal to constructively and substantively engage on terms.”
It cites regulatory progress as confirmation of the proposed acquisition’s “pro-competitive” status and states that “approval would have been achievable in a customary timeframe.”
Wyndham's response
Chairman of the Wyndham board Stephen P. Holmes commented: "We are pleased that Choice has ended its hostile pursuit and proxy contest, following the expiration of its unsolicited exchange offer."
The company's president and CEO Geoff Ballotti 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."
Choice vs Wyndham: the timeline
Choice opened negotiations with Wyndham in April 2023. In October, Wyndham’s board of directors unanimously turned down the unsolicited stock-and-cash proposal.
In late November, Choice made efforts to nominate directors to Wyndham’s board in an attempt to end the deadlock. In December, Choice held 1.5m shares of Wyndham common stock, valued at more than $110m, and initiated the exchange offer.
The companies continued their tussle into early 2024, as Wyndham highlighted its stance on the “antitrust risk” of the proposed combination.
A last-ditch attempt by Choice saw the company urge Wyndham’s stockholders to tender their shares in Choice’s exchange offer by 8 March 2024.
Choice now asserts that it will “continue focusing on its standalone strategy” and is “confident that this will create significant long-term value for its stockholders and franchisees.”
