Choice Hotels International has issued a statement urging the stockholders of Wyndham Hotels & Resorts to tender their shares into the exchange offer ahead of its expiration at 5 P.M. ET on March 8. According to the statement, rendering shares will "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.
Depending on participation, Choice intends to either extend or terminate the exchange offer and will evaluate next steps related to its nomination of a slate of independent directors for election to the board of directors of Wyndham.
Choice launched the exchange offer in December to take the proposed transaction directly to Wyndham's stockholders and begin the regulatory approval process. Over the past several months, Choice has taken steps to address regulatory requests and offered above-market regulatory protections, including a significant reverse termination fee and ticking fee.
The company claimed that it had spoken with shareholders and received "resounding feedback" in favor of a "value-maximizing transaction" developed in a "constructive manner." The statement also claimed that "Wyndham has been unwilling to provide any feedback on specific transaction terms that its board might find acceptable."
"Choice remains steadfast in its belief that a combination offers a compelling value to all stockholders, benefits franchisees and guests, and will receive regulatory approvals within a one-year customary timeframe. As a result, Choice believes that Wyndham stockholders should tender their shares to send a clear message to Wyndham's board to engage in good faith to reach a value maximizing transaction," the statement reads.
Tendering shares into the offer does not obligate Wyndham stockholders to accept the current Choice offer. Holders may immediately withdraw any shares tendered upon notice of an extension, which Choice is required to publish not later than 9 A.M. ET on March 11 if Choice decides to extend the offer.