Urges Shareholders to Protect Their Investment
and the Future of Wyndham by
Supporting Only Wyndham's Eight Highly-Qualified Director
Nominees
Encourages Shareholders to Visit
StayWyndham.com for More Information
PARSIPPANY, N.J., March 11,
2024 /PRNewswire/ -- The Board of Directors of
Wyndham Hotels & Resorts (NYSE: WH) ("Wyndham" or the
"Company"), the world's largest hotel franchising company with
approximately 9,200 hotels spanning more than 95 countries, sent a
letter to shareholders urging them to protect their investment and
the future of Wyndham by supporting only Wyndham's eight
highly-qualified Director nominees and not the nominees from Choice
Hotels International (NYSE: CHH) ("Choice").
Wyndham has a clear path to deliver shareholder value
substantially in excess of Choice's inadequate and uncertain offer.
Wyndham's Board has evaluated Choice's proposal carefully and in
its entirety. The Board has been explicitly clear that in order to
make a proposal viable for shareholders, Choice must adequately
address the three key issues Wyndham has repeatedly raised:
insufficient valuation, unattractive consideration mix and
asymmetrical regulatory risk. Despite the Company's efforts to
engage with Choice, Choice has demonstrated that it is unable, or
simply unwilling, to propose a complete offer package addressing
these three issues.
Wyndham's Board believes all eight of its nominees are more
qualified with the right mix of skills and highly relevant
expertise – including decades of hotel franchising, international
business and public company operating experience – to oversee the
successful execution of Wyndham's global strategy and deliver the
most value to shareholders. The Board's Corporate Governance
Committee, comprised solely of Independent Directors, conducted
interviews with each of Choice's eight nominees and determined that
they lack the skills, expertise and background in key areas
critical to Wyndham's business and have been hand-picked by Choice
with the sole objective of selling Wyndham for far less than the
Company is worth.
The Company's definitive proxy materials will be filed and
mailed soon, including the WHITE proxy card with
instructions for how to vote. Your vote FOR ONLY Wyndham's
eight highly-qualified Director nominees on the
WHITE proxy card will be critical for our upcoming 2024
Annual Meeting of Shareholders. Wyndham's Board also urges
shareholders to discard any materials or blue proxy card they may
receive from Choice. The letter to shareholders and other important
information related to Wyndham's Annual Meeting can be found at
https://www.staywyndham.com.
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 approximately 872,000 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 24 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 over 106
million enrolled members the opportunity to redeem points at
thousands of hotels, vacation club resorts and vacation rentals
globally. For more information, visit
https://investor.wyndhamhotels.com. The Company may use its
website as a means of disclosing material non-public information
and for complying with its disclosure obligations under Regulation
FD. Disclosures of this nature will be included on the
Company's website in the Investors section, which can currently be
accessed at www.investor.wyndhamhotels.com. Accordingly,
investors should monitor this section of the Company's website in
addition to following the Company's press releases, filings
submitted with the Securities and Exchange Commission and any
public conference calls or webcasts.
Important Additional Information
This press release is not an offer to purchase or a solicitation
of an offer to sell any securities or the solicitation of any vote
or approval. Wyndham Hotels & Resorts, Inc. ("Wyndham" or the
"Company") has filed with the U.S. Securities and Exchange
Commission (the "SEC") a solicitation/recommendation statement on
Schedule 14D-9. The Company has mailed the
solicitation/recommendation statement filed by the Company to
Company stockholders. COMPANY STOCKHOLDERS ARE ADVISED TO READ THE
COMPANY'S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BEFORE MAKING ANY DECISION WITH RESPECT TO ANY
EXCHANGE OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Company stockholders may obtain a copy of the
Solicitation/Recommendation Statement on Schedule 14D-9, as well as
any other documents filed by the Company in connection with any
exchange offer by Choice Hotels International, Inc. or one of its
affiliates, free of charge at the SEC's website at www.sec.gov. In
addition, investors and security holders will be able to obtain
free copies of these documents from the Company by directing a
request to Matt Capuzzi, Senior Vice
President, Investor Relations at matthew.capuzzi@wyndham.com or by
calling 973.753.6453.
The Company filed a preliminary proxy statement and accompanying
form of WHITE proxy card with the SEC on February 26, 2024 (as amended on March 11, 2024, the "Preliminary Proxy
Statement"), with respect to the Company's 2024 Annual Meeting of
Stockholders (the "2024 Annual Meeting"). The Company will file and
mail a definitive proxy statement (the "Proxy Statement") and
accompanying WHITE proxy card to stockholders of the Company. The
Company's stockholders are strongly encouraged to read the Proxy
Statement (including any amendments or supplements thereto) and the
accompanying WHITE proxy card as well as other documents the
Company files with the SEC carefully in their entirety because they
will contain important information. The Company's stockholders may
obtain copies of the Proxy Statement, any amendments or supplements
to the Proxy Statement and other documents filed by the Company
with the SEC free of charge at the SEC's website at www.sec.gov.
Copies will also be available free of charge at the Company's
website at https://investor.wyndhamhotels.com.
Certain Information Concerning Participants
Wyndham and certain of its directors and executive officers will
be participants in the solicitation of proxies from Wyndham
stockholders by and on behalf of its Board in connection with the
matters to be considered at the 2024 Annual Meeting. Information
regarding the Company's directors and executive officers and their
respective interests in the Company by security holdings or
otherwise is available in its most recent Annual Report on Form
10-K filed with the SEC on February 15,
2024, and the Preliminary Proxy Statement filed with the SEC
on February 26, 2024 (and amended on
March 11, 2024). To the extent
holdings of the Company's securities reported in the Preliminary
Proxy Statement have changed, such changes have been or will be
reflected in the Proxy Statement and on Statements of Change in
Ownership on Form 4 filed with the SEC. These documents can be
obtained free of charge from the sources indicated above.
Cautionary Statement on Forward-Looking Statements
Certain statements either contained in or incorporated by
reference into this communication, other than purely historical
information, and assumptions upon which those statements are based,
are "forward-looking statements." Forward-looking statements
include those that convey management's expectations as to the
future based on plans, estimates and projections at the time
Wyndham makes the statements and may be identified by words such as
"will," "expect," "believe," "plan," "anticipate," "intend,"
"goal," "future," "outlook," "guidance," "target," "objective,"
"estimate," "projection" and similar words or expressions,
including the negative version of such words and expressions. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual
results, performance or achievements of Wyndham to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of hereof.
Factors that could cause actual results to differ materially
from those in the forward-looking statements include, without
limitation, factors relating to the unsolicited exchange offer by
Choice Hotels International, Inc. ("Choice") to acquire all
outstanding shares of our common stock (the "Exchange Offer"),
including actions taken by Choice in connection with such offer,
actions taken by Wyndham or its stockholders in respect of the
Exchange Offer or other actions or developments involving Choice,
such as a potential proxy contest, the completion or failure to
complete the Exchange Offer, the effects of such offer on our
business, such as the cost, loss of time and disruption; general
economic conditions, including inflation, higher interest rates and
potential recessionary pressures; global or regional health crises
or pandemics (such as the COVID-19 pandemic) including the
resulting impact on the Company's business operations, financial
results, cash flows and liquidity, as well as the impact on its
franchisees, guests and team members, the hospitality industry and
overall demand for and restrictions on travel; the performance of
the financial and credit markets; the economic environment for the
hospitality industry; operating risks associated with the hotel
franchising business; the Company's relationships with franchisees;
the impact of war, terrorist activity, political instability or
political strife, including the ongoing conflicts between
Russia and Ukraine and between Israel and Hamas; the Company's ability to
satisfy obligations and agreements under its outstanding
indebtedness, including the payment of principal and interest and
compliance with the covenants thereunder; risks related to the
Company's ability to obtain financing and the terms of such
financing, including access to liquidity and capital; and the
Company's ability to make or pay, plans for and the timing and
amount of any future share repurchases and/or dividends, as well as
the risks described in the Company's most recent Annual Report on
Form 10-K filed with the Securities and Exchange Commission and any
subsequent reports filed with the Securities and Exchange
Commission. The Company undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new
information, subsequent events or otherwise, except as required by
law.
Contacts
For investor inquiries, contact:
Matt
Capuzzi
Senior Vice President, Investor
Relations
T:
973.449.1537
matthew.capuzzi@wyndham.com
For media inquiries, contact:
Máire Griffin
Senior Vice President,
Global Communications
T:
862.246.9918
maire.griffin@wyndham.com
Danya Al-Qattan /
Paul Scarpetta / Stephen Pettibone
FGS
Global
Wyndham@fgsglobal.com
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