It’s devolved into a case of he said, she said.
Forty-eight hours after Wyndham Hotels & Resorts advised its shareholders to reject Choice Hotels’ exchange offer, Choice shot back with a rebuttal of its own, claiming that Wyndham representatives had, indeed, been in contact with Choice following the launch of Choice’s exchange offer to acquire all outstanding shares of Wyndham on December 12.
“Choice and its representatives engaged in good faith discussions, but, consistent with past practices, Wyndham’s representatives abruptly ended those discussions on December 17, 2023. Wyndham failed to disclose these discussions in the Schedule 14d-9 that it filed yesterday,” Choice wrote in a statement Wednesday.
HOTELS reached out to Wyndham for comment on the latest development but has not yet received a response.
Choice further said that it had recently engaged with Wyndham shareholders representing more than 40% of shares outstanding and stated that “many shareholders are eager for both parties to work together to reach an expedient resolution.”
Further, Choice wrote that “Wyndham shareholders should be concerned by the company’s blatant mischaracterization of the lodging industry’s competitive landscape” and that “Wyndham’s comments call into question their ability to properly support franchisees while also generating shareholder value through M&A.”
One of Wyndham’s main points of contention has been the potential hurdle of a merger even receiving approval from the U.S. Federal Trade Commission. To this, Choice responded: “The FTC will come to its own independent assessment of the proposed transaction’s competitive merits based on the specific facts, like it does on every M&A transaction. Attempting to use the FTC to prevent Wyndham shareholders from even accessing the option of a merger with Choice robs them of meaningful upside from the combination or, at a minimum, the substantial break-fee Choice has offered in the unlikely event the transaction were not to receive the requisite regulatory clearance.”
Choice remains steadfast in its belief that a deal will, ultimately, get done. “We remain confident we can complete the transaction within a one-year customary timeframe and are committed to moving forward with this process. We have already started the regulatory clock, and look forward to continuing to work closely with the FTC to support a fact-based review process grounded in the reality of this industry’s evolving competitive landscape.”
Here is a timeline in the saga of the Choice/Wyndham merger:
Oct. 17: Choice Hotels International goes public with bid for Wyndham Hotels & Resorts
Oct. 25: Wyndham holds its third-quarter earnings call and says it’s “not in the best interest” of Wyndham shareholders to accept the proposal.
Oct. 26: Wyndham Chairman Stephen Holmes comments on M&A rumors.
Nov. 7: Choice Hotels holds out hope for Wyndham deal.
Nov. 21: Wyndham chairman alleges subterfuge against Choice Hotels as row carries on.
Dec. 12: Choice turns hostile on Wyndham.
Dec. 18: Wyndham urges shareholders to refuse Choice bid.