The board of directors of Wyndham Hotels & Resorts has unanimously recommended that shareholders not tender any of their shares into the unsolicited exchange offer made by Choice Hotels International in a hostile acquisition bid.

Stephen Holmes, chairman of the Wyndham board, said that Choice has once again failed to address the major value gap and risks of the offer — which remains virtually unchanged from the terms outlined in the previous unsolicited proposal. He said the core issues that the board has articulated remain the same: a likely prolonged regulatory review period of up to 24 months with an uncertain outcome; the pure inadequacy of the offer from a valuation standpoint, including the significant equity component of Choice stock; and the lack of consideration for Wyndham’s superior, standalone growth prospects.

Holmes said Choice continues to ignore what is in the best interests of Wyndham shareholders by “repeatedly proposing illusory and unrealistic offers while making inconsistent and misleading public statements.” He said the board is confident Wyndham can deliver long-term shareholder value well in excess of the $85 per share offered by Choice by continuing to execute on its existing business plan. Image: Shutterstock