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InsideArbitrage Potential Deal Alert: Choice Hotels International (CHH) Seeks to Buy Wyndham Hotels & Resorts (WH)

  • May 23, 2023

POTENTIAL DEAL DETAILS

Stock Wyndham Hotels & Resorts Symbol WH
Date Announced 05/23/2023 Source Wall Street Journal
Type News Report

According to WSJ, Choice Hotels International (CHH) is seeking to buy Wyndham Hotels & Resorts (WH).

Update(s):

October 17, 2023: Choice Hotels International announced a proposal to acquire all the outstanding shares of Wyndham Hotels & Resorts at a price of $90 per share, payable in a mix of cash and stock.

October 17, 2023: Wyndham Hotels & Resorts Inc. (WH) called Choice Hotels International Inc.’s (CHH)  takeover offer “underwhelming,” rejecting a proposal that would create a budget hotel behemoth.

According to the statement, Choice is offering to pay $90 a share in cash and stock, in a deal valued at about $9.8 billion including the assumption of debt.

October 25, 2023: Choice Hotels International (CHH) calls on Wyndham Hotels & Resorts (WH) to engage in discussions over a merger.

November 21, 2023: Wyndham (WH) has disclosed that it received a new offer from Choice Hotels (CHH) a week ago and Wyndham stated in a released statement that the offer is deemed a “step backwards.”

November 27, 2023: According to Reuters, Choice Hotels International is preparing to nominate directors to the board of rival Wyndham Hotels & Resorts, seeking to break a stalemate in an $8 billion takeover battle.

December 12, 2023: Choice Hotels International (CHH) commenced an exchange offer for the shares of Wyndham Hotels & Resorts (WH) and said it was preparing to nominate candidates to the board of the takeover-target. The offer is unchanged from its previous proposal to Wyndham itself of $49.50 in cash and 0.324 Choice share for each Wyndham share.

December 18, 2023: Wyndham Hotels & Resorts (WH) said it had asked its shareholders to spurn Choice Hotels International’s (CHH) acquisition exchange offer, about a week after the latter launched a hostile takeover bid.

December 20, 2023: Choice Hotels (CHH) pushes ahead on the regulatory process with Wyndham (WH) takeover.

January 10, 2024: Choice Hotels (CHH) expects to receive FTC second request over Wyndham (WH) takeover offer on January 11, 2024.

January 11, 2024: Wyndham Hotels & Resorts (WH) receives FTC second request over Choice Hotels takeover offer (CHH).

January 22, 2024: According to Reuters, Choice Hotels International (CHH) nominates a slate of directors to replace Wyndham’s eight-member board (WH).

March 5, 2024: Choice Hotels International (CHH) urges the stockholders of Wyndham Hotels & Resorts (WH) to tender their shares into the exchange offer ahead of its expiration on Friday, March 8, 2024 to 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.

March 11, 2024: Choice Hotels International (CHH) announced the expiration of the exchange offer to acquire all of the issued and outstanding shares of Wyndham Hotels & Resorts (WH). The company has also withdrawn its independent director candidates for election at Wyndham’s 2024 Annual Meeting.

Choice Hotels International issued the following statement:

While the support from Wyndham stockholders tendering into the exchange offer was significant considering the number of investors structurally prevented from participating at this stage, it was not sufficient for Choice to conclude – particularly when taking into account the Wyndham board’s obvious continuing disinterest in a combination – that a path towards a transaction is available at this time. As such, Choice has decided not to extend the exchange offer and is withdrawing its slate.

Wyndham (WH) commented in a statement on Choice Hotels (CHH) decision to walk away

“The Wyndham Board is pleased that Choice has ended its hostile pursuit and proxy contest, following the expiration of its unsolicited exchange offer,” said Stephen P. Holmes, Chairman of the Board. “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.”

Disclaimer: Our intent with this section of the website is to present potential deals that appear to be in the pipeline. These potential deals are ones where i) the company has indicated that it is "seeking strategic alternatives", ii) there has been an unsolicited bid for a company as mentioned in a press release by the company or iii) news about the deal has been published by a leading news organization like The Wall Street Journal, The New York Times, Bloomberg, Financial Times, The Washington Post, Reuters and The Associated Press. As best as possible we will try to avoid baseless rumors. There is a high probability that many of these potential deals may not materialize and if they do, the terms of the deal may be different from what was initially reported. Please do your own due diligence before buying or selling any securities mentioned on this website. We do not warrant the completeness or accuracy of the content or data provided.