What Choice Hotels' Hostile Takeover Offer for Wyndham Means for Shareholders

Key Takeaways

• Choice Hotels International Inc. launched a hostile takeover bid for Wyndham Hotels & Resorts Inc. after Wyndham said no to Choice's previous offer.
• Choice Hotels said the deal would give Wyndham shareholders $49.50 in cash plus shares of Choice common stock and other financial incentives for each share they owned.
• Wyndham's board previously rejected that proposal, arguing it was "a step backwards."

After its friendly overtures were rebuffed, Choice Hotels International Inc. (CHH) has launched a hostile takeover bid for Wyndham Hotels & Resorts Inc. (WH).

The operator of Comfort Inn, Radisson, and other hotels announced Tuesday that it was taking its “compelling proposal directly to Wyndham shareholders.”

What Choice Is Offering Wyndham Shareholders

Choice Hotels said that it was offering investors $49.50 in cash and 0.324 share of Choice common stock for every share of Wyndham they own. Based on Choice Hotels stock’s closing price when the company first proposed the purchase on Oct. 16, that would amount to a total of roughly $90 per share, and a 30% premium to the $69.10 price that a Wyndham share commanded then. 

In addition, the proposal includes a regulatory "ticking fee" to compensate for offer delays of 45 cents per Wyndham share per month, equivalent to $38 million per month, accruing daily starting a year after a majority of Wyndham's shares are tendered into the offer. With those numbers, analysts peg the value of the deal at roughly $7.8 billion.

Choice also disclosed that it owned 1.5 million shares of Wyndham valued at roughly $110 million.

Choice Hotels Isn't Taking No for an Answer

Choice Hotels noted that on Nov. 14 it proposed the exact same deal, plus offering two seats on the combined company’s board to Wyndham. A week later, Wyndham's board rejected it, calling the proposal “a step backwards,” and not in the best interests of shareholders.

Choice Hotels Chief Executive Officer (CEO) Patrick Pacious said the company would have preferred to come to a negotiated agreement, but 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.”

If approved, the merged firm would have more than 16,000 properties worldwide. Choice Hotels said the offer would expire March 8, 2024, unless extended or terminated.

Shares of both Wyndham Hotels & Resorts and Choice Hotels International fell Tuesday after the offer announcement. 

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