Choice Hotels International (NYSE:CHH) disclosed it made an offer to acquire rival Wyndham Hotels & Resorts, Inc. (NYSE:WH) for $90 per share in cash and stock. The two have been in merger talks for six months but Wyndham has since disengaged, Choice Hotels states.
"A few weeks ago, Choice and Wyndham were in a negotiable range on price and consideration, and both parties have a shared recognition of the value opportunity this potential transaction represents," Choice Hotels CEO Patrick Pacious commented. "We were therefore surprised and disappointed that Wyndham decided to disengage. While we would have preferred to continue discussions with Wyndham in private, following their unwillingness to proceed, we feel there is too much value for both companies' franchisees, shareholders, associates, and guests to not continue pursuing this transaction. Importantly, we remain convinced of both the many benefits of the combination and our ability to complete it."
Under the offer, Wyndham shareholders would receive $49.50 in cash and 0.324 shares of Choice common stock for each Wyndham share they own. The proposal implies a total equity value for Wyndham of approximately $7.8 billion on a fully diluted basis. With the assumption of Wyndham's net debt, the proposed transaction is valued at approximately $9.8 billion.
Choice highlights that the proposal represents a 26% premium to Wyndham's 30-day volume-weighted average closing price ending on October 16, 2023, an 11% premium to Wyndham's 52-week high, and a 30% premium to Wyndham's latest closing price.
Moelis & Company LLC and Wells Fargo are serving as financial advisors to Choice and Willkie Farr & Gallagher LLP is serving as legal advisor.