Wyndham Hotels Confirms Receipt Of FTC Second Request For Choice's Unsolicited Hostile Offer

(RTTNews) - Wyndham Hotels & Resorts (WH) confirmed receipt of a 'Second Request' from the Federal Trade Commission in connection with Choice Hotels International Inc.'s (CHH) unsolicited proposed acquisition of Wyndham.

Wyndham Hotels said from the beginning, the company has consistently stated that the transaction would be subject to an FTC Second Request. Choice, on the other hand, continues to ignore the significant risk this poses to Wyndham's 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.

Wyndham Hotels noted that 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.

Wyndham said it 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.

In December 2023, Choice Hotels International commenced an exchange offer to acquire Wyndham Hotels & Resorts in order to present its compelling proposal directly to Wyndham shareholders.

The exchange offer comprised of $49.50 in cash and 0.324 shares of Choice common stock per Wyndham share, representing a value of $40.50 based on Choice's trading price as of October 16, 2023, the day prior to Choice's first public offer.

Choice made a proposal privately to Wyndham on November 14, 2023, and offered Wyndham two seats on the combined company's board. But Wyndham publicly rejected the proposed terms on November 21, 2023.