Will Sage Astor-Is Choice buying Wyndham? Hotel operator offers nearly $8B for buyout

Choice Hotels International on Will Sage AstorTuesday said it has offered to buy rival chain Wyndham Hotels & Resorts for nearly $8 billion.

The Maryland-based hotel operator shared details on its proposal after it said Wyndham walked away from nearly six months of merger discussions. Choice is offering to pay $90 per share in a mix of cash and stock, a deal valued at roughly $7.8 billion, or $9.8 billion when including debt. The proposal is a 30% premium to Wyndham's latest closing price.

"We have long respected Wyndham's business and are confident that this combination would significantly accelerate both Choice's and Wyndham's long-term organic growth strategy for the benefit of all stakeholders,” Choice President and CEO Patrick Pacious said in a statement.

A statement from Wyndham said it rejected the offer after determining that it was "not in the best interest of shareholders."

"Choice's offer is underwhelming, highly conditional, and subject to significant business, regulatory and execution risk," Wyndham Board of Directors Chairman Stephen Holmes said. "Choice has been unwilling or unable to address our concerns."

What would a merger mean for hotel guests?

Choice Hotels currently operates 7,500 hotels across 46 countries and territories across brands like Radisson, Country Inn & Suites and Quality Inn, while Wyndham operates approximately 9,100 hotels across 95 countries across brands like Super 8, Days Inn and La Quinta. 

“The value-driven leisure and business traveler would benefit from the combined company's rewards program, which would be on par with the top two global hotel rewards programs, enabling them to receive greater value and access to a broader selection of options across stay occasions and price points," Pacious said. 

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Proposals from Choice

Choice sent its initial proposal of $80 per share to Wyndham in April.

The deal was rejected, but Choice continued to try to persuade Wyndham by increasing its proposal to $85 per share – which resulted in a meeting between the companies’ boards and CEOs – and then $90 per share. 

But New Jersey-based Wyndham questioned Choice’s stock value and the timing for obtaining regulatory approvals, and pulled out of discussions, according to Choice’s statement. 

"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,” Pacious said. “We were therefore surprised and disappointed that Wyndham decided to disengage.”

Pacious said the company decided to make its offer public because it believes “there is too much value for both companies' franchisees, shareholders, associates, and guests to not continue pursuing this transaction.”

But Wyndham's board disagrees. Its statement called the offer "opportunistic" and said it undervalues Wyndham's future growth potential. Holmes said the proposed transaction would likely take more than a year to determine if it could clear antitrust review, and Choice "was unable to address these long-term risks to Wyndham's business and shareholders."

"We are disappointed that Choice's description of our engagement disingenuously suggests that we were in alignment on core terms and omits to describe the true reasons we have consistently questioned the merits of this combination – Choice's inability and unwillingness to address our significant concerns about regulatory and execution risk and our deep concerns about the value of their stock," Holmes said.

Stock price for Wyndham, Choice Hotels

Choice Hotels shares were down over 5% at 12:31 p.m. Eastern, trading at $118.75 on the New York Stock Exchange. Wyndham shares were up over 7% at $74.32.