During the company's third-quarter earnings call in early November, Choice Hotels International’s new CFO Scott Oaksmith said that Choice had become a “nominal shareholder” of Wyndham Hotels & Resorts as part of its efforts to acquire Wyndham’s business.
According to Reuters, citing an unnamed source, Choice is making full use of that status and preparing to nominate directors to Wyndham’s Board of Directors after “snapping up its shares in the open market” and planning to acquire more.
As Reuters noted, owning shares “gives Choice the right to nominate directors to Wyndham's board come January. If Wyndham continues to rebuff Choice's acquisition overtures, the latter could turn the election of directors at Wyndham's annual shareholder meeting in the spring into a referendum for investors on whether negotiations should take place.”
The anonymous source also told Reuters that Choice already is interviewing potential nominees for the board slate. “It is also preparing to launch a tender offer for Wyndham's shares that would show Wyndham's investors that there is a firm offer on the table.”
The Latest Rejection
Just a week ago, Wyndham’s Board of Directors released a statement arguing that Choice’s latest overtures in its efforts represent “a step backwards and that the terms Choice outlined are not in the best interests of Wyndham or its shareholders.”
“Choice continues to ignore our major concerns around value, consideration mix, and asymmetrical risk to our shareholders given the uncertainty around regulatory timeline and outcome,” Stephen Holmes, chairman of the Wyndham Board of Directors, said in the statement.