Choice Hotels International, Inc. (NYSE:CHH) submitted a proposal to acquire remaining 98.2% stake Wyndham Hotels & Resorts, Inc. (NYSE:WH) for $7.5 billion on April 28, 2023. Choice submitted to the Wyndham Board an unsolicited offer to acquire Wyndham for a nominal value of $80 per share at the time of the offer, with 40% of the consideration in cash and the remainder in Choice stock. On May 9, 2023, the Wyndham Board responded to Choice that its offer substantially undervalued Wyndham relative to its standalone prospects. On May 15, 2023, Choice submitted a second unsolicited offer to the Wyndham Board for a nominal value of $85 per share at the time of the offer, with 55% of the consideration in cash and the remainder in Choice stock. On May 29, 2023, the Wyndham Board responded to this revised proposal with its conclusion that the proposal continues to substantially undervalue Wyndham and puts the value of a combined company at risk given the high level of contemplated debt. On August 14, 2023, Choice submitted a third unsolicited offer to acquire Wyndham for $7.8 billion. Under Choice?s proposal, the $90.00 per share to be received by Wyndham shareholders would consist of $49.50 in cash and 0.324 shares of Choice common stock for each Wyndham share they own, comprising 55% cash and 45% Choice stock. The cash portion of the purchase price is expected to be funded with a combination of cash on hand, as well as proceeds from the issuance of debt securities. Closing of the contemplated transaction would be subject to satisfaction of customary closing conditions, including receipt of required shareholder and regulatory approvals.

On September 27, 2023, Wyndham board rejected the proposal. In rejecting Choice's proposal, the Wyndham Board of Directors determined that: the proposed transaction involves significant business and execution risks, including an extended regulatory timeline and uncertainty of outcome, potential franchisee churn, and excessive leverage levels at the pro forma combined company; the consideration mix includes a significant component of Choice stock, which the Board believes is fully valued relative to Choice's growth prospects, especially when compared to Wyndham; and the offer is opportunistic and undervalues Wyndham's future growth potential.

As of December 12, 2023, Choice announced that it is commencing an exchange offer to acquire remaining 98.2% stake in Wyndham in order to present its proposal directly to Wyndham shareholders. The exchange offer and withdrawal rights are scheduled to expire at 5:00 PM, New York City time on Friday March 8, 2024. The offer is subject to minimum tender condition, Choice stockholders approval, expiration or termination of the waiting period applicable to the Offer, due diligence of Wyndham, Choice obtaining financing proceeds in amounts, together with its cash on hand, sufficient to consummate the Exchange Offer, the Choice Common Stock issuable to Wyndham stockholders in connection with the Offer shall have been approved for listing on the NYSE and registration statement effectiveness. Wyndham Hotels & Resorts, Inc. rejected the offer and cancelled the deal for remaining 98.2% stake by Choice Hotels International, Inc. on December 18, 2023. Wyndham Hotels & Resorts officially rejected the unsolicited exchange offer from Choice Hotels International Inc, following a unanimous decision by Wyndham's board. The Wyndham Board of Directors unanimously recommended that shareholders NOT tender any of their shares into the offer. The Wyndham's board outlined several key reasons behind their unanimous decision to reject Choice Hotels' offer include: regulatory risks and uncertain outcome; antitrust risks and business disruption; inadequate valuation and growth potential; financial concerns; stock price volatility; uncommitted financing and litany of conditions. On January 11, 2024, Wyndham confirmed receipt of Second Request' from the Federal Trade Commission (FTC) in connection with the acquisition proposal. 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.

Deutsche Bank Securities Inc. and PJT Partners are serving as financial advisors and Kirkland & Ellis LLP is legal advisor to Wyndham. Moelis & Company LLC, Goldman Sachs & Co. LLC and Wells Fargo are serving as financial advisors to Choice and Adam Turteltaub and Danielle Scalzo of Willkie Farr & Gallagher LLP and Axinn, Veltrop & Harkrider LLP are serving as legal advisors. Arnold & Porter Kaye Scholer LLP is legal advisor to Wyndham. Computershare Trust Company, N.A is the exchange agent and Jonathan Salzberger and Scott Winter of Innisfree M&A Incorporated acted as information agent for Wyndham Common Stock.

Choice Hotels International, Inc. (NYSE:CHH) cancelled the acquisition of remaining 98.2% stake Wyndham Hotels & Resorts, Inc. (NYSE:WH) on March 8, 2024. The exchange offer expired on March 8, 2024. No shares of Wyndham stock were purchased by WH Acquisition Corporation, a wholly owned subsidiary of Choice, pursuant to the exchange offer. Choice decided not to accept any shares pursuant to the offer due to a number of factors, including the refusal of the Wyndham board to engage in constructive discussions on terms and the fact that a number of the conditions to the offer, such as the minimum tender condition, remained unsatisfied as of the expiration date.