The Board of Directors of Wyndham Hotels & Resorts 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.
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.
Wyndham Board of Directors Sends Letter to Shareholders Highlighting Clear Path to Deliver Value Substantially in Excess of Choice’s Inadequate and Risk-Laden Offer.
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