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Choice Hotels International has ended its attempt to take over Parsippany-based Wyndham Hotel & Resorts – a move that’s been almost a year in the making. 

In a March 11 statement, the North Bethesda-based rival announced the expiration of an exchange offer launched in December 2023. At the same time, Choice also said it was withdrawing its nomination of independent director candidates for election at Wyndham’s annual stockholder meeting. 

Last year, after several unsuccessful buyout attempts including a $7.8 billion bid in October, Choice launched an exchange offer directly to Wyndham shareholders for $49.50 in cash and 0.324 shares of Choice common stock for each Wyndham share. 

Wyndham’s board of directors urged its shareholders to reject the offer, saying it was not in the best interest of the company and its shareholders and that Choice has “failed to address the major value gap and risks of their offer.” 

In its most recent statement, Choice said from the beginning of the process it “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.” 

However, “[g]iven 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.” 

Choice said that although support from stockholders was “significant,” it was not sufficient to continue the exchange offer. 

In response 

Following Choice’s announcements, Wyndham board Chairman Stephen Holmes said in a statement, “The Wyndham Board is pleased that Choice has ended its hostile pursuit and proxy contest, following the expiration of its unsolicited exchange offer. 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.” 

Wyndham President and CEO Geoff Ballotti added that the company is focused on moving forward “without the unnecessary distraction of this situation and disruption to our business.” Ballotti also thanked “shareholders and franchisees for their continued support and our team members for their dedication and focus throughout this process.” 

Wyndham is the world’s largest hotel franchising company with 24 brands and approximately 9,200 hotels in more than 95 countries. Choice’s portfolio includes 22 brands and operates nearly 7,500 hotels in 46 countries and territories.