Wyndham Confirms Receipt of Expansive FTC Second Request Under HSR Act for Choice’s Unsolicited Hostile Offer to Acquire Wyndham
Extended Regulatory Review Certain - Offer Continues to Undervalue Wyndham and Exposes Wyndham Shareholders to Significant Asymmetrical Risk
Wyndham Hotels & Resorts (NYSE: WH) (“Wyndham” or the “Company”), the world’s largest hotel franchising company with approximately 9,100 hotels spanning more than 95 countries, today confirmed receipt of a 40-page and 65-topic ‘Second Request’ from the Federal Trade Commission in connection with Choice Hotels International, Inc.’s (NYSE: CHH) (“Choice”) unsolicited proposed acquisition of Wyndham:
PARSIPPANY, N.J. - Wyndham Hotels & Resorts (NYSE: WH) (“Wyndham” or the “Company”), the world’s largest hotel franchising company with approximately 9,100 hotels spanning more than 95 countries, today confirmed receipt of a 40-page and 65-topic ‘Second Request’ from the Federal Trade Commission in connection with Choice Hotels International, Inc.’s (NYSE: CHH) (“Choice”) unsolicited proposed acquisition of Wyndham:
From the beginning, Wyndham has consistently stated that this transaction would be subject to an FTC Second Request, and therefore the FTC’s decision to issue one is no surprise. Choice, on the other hand, continues to ignore the significant risk this poses to our shareholders, and mischaracterize how the FTC will define the relevant market. The protracted review process – with an unpredictable timeline and outcome – would substantially reduce the value of Choice’s offer and disrupt Wyndham’s business.
The Second Request, which is issued in only around 1% of deals reviewed by the FTC, marks the start of a complex, lengthy process as both parties provide the FTC with the terabytes of data and documents it has requested, with an uncertain outcome and no guarantee of closing. Despite the distraction, the Board and management team will continue to execute Wyndham’s standalone strategy with a focus on providing shareholders with long-term, sustainable value.
Stephen P. Holmes, Chairman of the Board
Wyndham will comply fully with the FTC’s Second Request as required by law. The effect of the Second Request is to extend the 30-day waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Independent third parties share Wyndham’s concerns. View additional support at https://www.staywyndham.com/additional-support/.
Advisors
Deutsche Bank Securities Inc. and PJT Partners are serving as financial advisors and Kirkland & Ellis LLP and Arnold & Porter Kaye Scholer LLP are legal advisors to Wyndham.
About Wyndham Hotels & Resorts
Wyndham Hotels & Resorts (NYSE: WH) is the world's largest hotel franchising company by the number of properties, with approximately 9,200 hotels across over 95 countries on six continents. Through its network of nearly 885,000 rooms appealing to the everyday traveler, Wyndham commands a leading presence in the economy and midscale segments of the lodging industry. The Company operates a portfolio of 25 hotel brands, including Super 8®, Days Inn®, Ramada®, Microtel®, La Quinta®, Baymont®, Wingate®, AmericInn®, Hawthorn Suites®, Trademark Collection® and Wyndham®. The Company's award-winning Wyndham Rewards loyalty program offers approximately 110 million enrolled members the opportunity to redeem points at thousands of hotels, vacation club resorts and vacation rentals globally. For more information, visit wyndhamhotels.com.
About Wyndham Rewards
Part of Wyndham Hotels & Resorts (NYSE: WH), the world's largest hotel franchising company, Wyndham Rewards is the #1 hotel rewards program as named by readers of USA TODAY. Members—approximately 120 million enrolled around the world—earn a guaranteed 1,000 points with every qualified stay and can redeem for free nights starting at just 7,500 points. With more than 60,000 hotels, vacation club resorts and vacation rentals globally, no other hotel rewards program is more generous. Join for free at WyndhamRewards.com.
About Choice Hotels®
Choice Hotels International, Inc. (NYSE: CHH) is one of the largest lodging franchisors in the world, with more than 7,500 hotels representing nearly 650,000 rooms in 46 countries and territories. Its portfolio of 22 brands includes full-service upper upscale, midscale, extended stay, and economy properties. For more information, visit choicehotels.com.
Forward-Looking Statements
This communication includes "forward-looking statements" about future events, including anticipated development and hotel openings. Such statements are subject to numerous risks and uncertainties, including construction delays, availability and cost of financing and the other "Risk Factors" described in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, any of which could cause actual results to be materially different from our expectations.
Addendum
This is not an offering. No offer or sale of a franchise will be made except by a Franchise Disclosure Document first filed and registered with applicable state authorities. A copy of the Franchise Disclosure Document can be obtained through contacting Choice Hotels International at 915 Meeting St Ste 600, North Bethesda, MD 20852, email: [email protected].