Parsippany-based Wyndham faces hostile takeover bid from Choice Hotels

Kimberly Redmond//December 12, 2023//

Considered the world’s largest hotel franchising company, Wyndham Hotel & Resorts has 9,000 hotels across 95 countries on six continents.

Considered the world’s largest hotel franchising company, Wyndham Hotel & Resorts has 9,000 hotels across 95 countries on six continents. - PROVIDED BY WYNDHAM HOTELS & RESORTS

Considered the world’s largest hotel franchising company, Wyndham Hotel & Resorts has 9,000 hotels across 95 countries on six continents.

Considered the world’s largest hotel franchising company, Wyndham Hotel & Resorts has 9,000 hotels across 95 countries on six continents. - PROVIDED BY WYNDHAM HOTELS & RESORTS

Parsippany-based Wyndham faces hostile takeover bid from Choice Hotels

Kimberly Redmond//December 12, 2023//

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Parsippany-based hotel franchising company Hotel & Resorts is facing a hostile takeover bid from Choice International after turning down several buyout offers from the rival hotel chain.

In a Dec. 12 announcement, the North Bethesda, Md.-headquartered pursuer said the terms of the exchange offer to Wyndham shareholders remains the same as its most recent bid in October, which was $49.50 in cash and 0.324 shares of Choice common stock for each Wyndham share.

Under the terms of the proposal, Wyndham shareholders would receive the chance to choose all cash, all shares or a combination of the two. The offer puts the value of the deal for Wyndham – the larger of the two chains – at about $8 billion, and is set to expire March 8, 2024, unless extended or terminated.

The move comes two months since Choice made an unsolicited bid of $7.8 billion to buy Wyndham after failed discussions regarding a megamerger in the budget hotel space.

In response to the October proposal, Wyndham’s board expressed concern about regulatory approvals, as well as the value of Choice stock and the amount of debt — unanimously rejecting the offer.

Considered the world’s largest hotel franchising company, Wyndham has 9,000 hotels across 95 countries on six continents. Its portfolio of 23 brands includes AmericInn, Super 8, Days Inn, La Quinta, Hawthorn Suites, Trademark Collection and Wyndham.

Choice Hotels – which owns chains such as Econo Lodge, Quality Inn and Clarion – has about 7,500 hotels in 46 countries and territories. The company turned to acquisitions in recent years amid challenges when it comes to unit growth. According to Choice, a tie-up with Wyndham could help the companies better compete for franchisees against larger industry players, like Marriott International and Hilton Worldwide Holdings Inc. — as well as generate $150 million in cost savings and “topline growth potential.”

Super 8 by Wyndham is launching its first-ever ROOM8 Design Challenge, offering aspiring designers a chance at a $10,000 design fee and the opportunity to and work alongside interior designer and TV personality Alison Victoria.
Wyndham’s portfolio of 23 brands includes AmericInn, Super 8, Days Inn, La Quinta, Hawthorn Suites, Trademark Collection and Wyndham. – WYNDHAM HOTELS & RESORTS

In a Dec. 12 statement, Choice CEO Patrick Pacious said, “Wyndham chose to publicly reject our last proposal without any engagement even after we addressed their concerns, including adding significant regulatory protections for their shareholders.”

“While we would have preferred to come to a negotiated agreement, the Wyndham board’s refusal to explore a transaction has left us with no choice but to take our proposal directly to Wyndham’s shareholders,” Pacious said.

He went on to say that Choice still hopes to reach a mutually agreeable transaction and that there “is potential for additional value to be unlocked if Wyndham were to return to the negotiating table and provide due diligence.”

Choice also plans to file a Hart-Scott-Rodino notification to kick off the regulatory review process required for such a merger.

In response to Choice’s latest announcement, Wyndham issued a statement urging shareholders not to take action because it believes the offer fails to “address the serious concerns repeatedly expressed” by the board, including the “undervaluation” of its business and “asymmetrical risk” to shareholders “given the uncertainty around antitrust approval (if any) and the estimated 24-month timeline previously cited by Choice.”

Wyndham also noted that the 1.5 million shares of Wyndham common stock that Choices holds, which is valued at more than $110 million, represents less than 1.7% of the company’s common stock.