Questions About the Combination?

Choice’s Extensive Efforts to Engage with Wyndham in Good Faith

In October 2023, following nearly six months of attempts to work constructively with Wyndham towards a mutually acceptable agreement, Choice was left with no other option but to make its proposal public after Wyndham decided to disengage.

Since then, Choice has continued to take actions to address Wyndham’s concerns. Despite these efforts, which included adding significant regulatory protections for Wyndham shareholders, Wyndham has continued to rebuff our efforts and refused to meaningfully engage.

We believe there is too much value for both companies’ shareholders and other stakeholders to not continue pursuing this transaction, and are exercising all possible options to move forward with this compelling combination.

January 22, 2024
Choice proposes a full slate of independent, highly qualified individuals to stand for election at Wyndham’s 2024 Annual Shareholder meeting.
January 11, 2024
Choice receives anticipated Request for Additional Information and Documentary Materials from the FTC. Choice expects to continue cooperating with the FTC during the Second Request process, and remains confident that it can complete the combination within a one-year customary timeframe.
December 20, 2023
Choice responds to Wyndham Board’s recommendation that its shareholders reject the exchange offer, noting that Wyndham has sought to threaten shareholders’ ability to realize value and their Board continues to not be forthcoming. Choice also shares that it has engaged with dozens of Wyndham shareholders, many of whom have consistently expressed support for the transaction.
December 17, 2023
Despite representatives of Wyndham indicating that Choice’s proposed construct for the reverse termination fee would be acceptable, representatives abruptly end discussions and Wyndham fails to disclose said discussions in its Schedule 14d-9 later filed on December 19.
December 12, 2023
Choice launches an exchange offer to present its compelling offer directly to Wyndham shareholders and announces that it is filing the Hart-Scott-Rodino (“HSR”) notification in order to begin the required regulatory review. Choice also discloses that it has already met with the FTC on a voluntary basis to discuss the pro-competitive nature of the transaction. Representatives of Wyndham then contact representatives of Choice to engage in discussions regarding a potential transaction and regulatory protections. Choice and its representatives engage in good faith discussions.
Representatives of Wyndham then contact representatives of Choice to engage in discussions regarding a potential transaction and regulatory protections. Choice and its representatives engage in good faith discussions.
November 21, 2023
Wyndham publicly rejects the proposed terms instead of discussing the terms of the proposal with Choice.
November 14, 2023
Choice makes a proposal privately to Wyndham, which includes certain additional protections for Wyndham shareholders, as Wyndham publicly stated they desired.
October 25, 2023
Choice issues a press release calling on Wyndham to engage in discussions so that shareholders of both companies can benefit from the compelling combination.
September 2023
Choice and Wyndham Board Chairs continue engagement, along with each of their respective financial and legal advisors. Wyndham acknowledges the strategic rationale of the proposed combination and that terms are within a negotiable range but raises concerns regarding the need to confirm the value of Choice stock and regarding the potential timing for obtaining regulatory approvals.
In response, Choice proposes, and Wyndham agrees, to enter into a one-way, short-term nondisclosure agreement (NDA) to facilitate Choice providing information that would address Wyndham’s concerns.
Choice provides Wyndham with a draft one-way, short-term NDA on September 8, 2023, made its external counsel available for several discussions, and indicated its willingness to agree to a regulatory risk allocation mechanism on market terms.
During a follow-up call between the Chair of each company’s Board and respective advisors, Wyndham makes clear its unwillingness to proceed with further discussions. 
June – August 2023
Choice and Wyndham Board Chairs and CEOs meet in person.
Choice responds to concerns raised by Wyndham and sends a final letter to its Board of Directors, increasing the per-share consideration to $90.00, comprising 55% cash and 45% Choice stock. Choice also includes an election mechanism for Wyndham shareholders, which would enable them to choose either all cash, all Choice stock or a combination of cash and Choice stock consideration, subject to a customary proration mechanism.
May 2023
Wyndham rejects the proposal, leading Choice to submit another proposal increasing the per-share consideration to $85.00, with 55% cash and 45% Choice stock. 
Choice also offers Wyndham an opportunity to participate in the combined company’s board by appointing two mutually agreed upon Wyndham-designated independent directors. 
Wyndham rejects the updated proposal and refuses to engage in further discussions after which Choice sent another letter refuting inaccurate assertions in their response.
Choice continues to seek engagement with Wyndham, explaining that further discussions could clarify Wyndham’s hesitation to proceed.
April 28, 2023
Choice sends its initial letter to Wyndham regarding a potential transaction, proposing to acquire Wyndham for $80.00 per share, comprising 40% cash and 60% Choice stock. The proposal represented a 20% premium to the closing price of Wyndham common stock on April 27, 2023, and a 19% premium over Wyndham’s 30-day volume-weighted average share price as of such date.

Choice’s previous correspondence with Wyndham:

November 14, 2023 Letter
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August 21, 2023 Letter
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May 31, 2023 Letter
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May 15, 2023 Letter
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April 28, 2023 Letter
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