AH February 2024
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FEBRUARY 2024 ASIAN HOSPITALITY
hoice Hotels International has named
its eight nominees for the board
of directors for Wyndham Hotels
& Resorts to be voted on in Wyndham’s
2024 shareholder meeting. The nominees,
including Jay Shah, executive chairman at
Hersha Hospitality Trust, are expected to
support Choice’s bid to acquire Wyndham
despite multiple rejections by the latter.
In response, Wyndham said it will
evaluate the nominees as part of its due
diligence, but it also said the nominees were
“hand-picked to push through their offer.”
Along with Shah, Choice’s nominees are:
Barbara Bennett, founder and principal
executive of business consulting firm
Bennett West LLC.
Emanuel Pearlman, founder, chairman
and CEO of investment management
and financial consulting firm Liberation
Investment Group.
Fiona Dias, digital commerce consultant
who served as the chief strategy officer of
online shopping service ShopRunner from
2011 to 2014.
James Nelson, CEO of real estate
investment trust Global Net Lease, Inc.
Nana Mensah, founder, chairman and
CEO of food packaging and processing
equipment exporter 'XPORTS Inc.
Susan Schnabel, founder and co-
managing partner of buyout fund advisor
aPriori Capital Partners.
William Grounds, principal of his
advisory business Burraneer Capital
Advisors LLC.
"These nominees are proven leaders
with wide-ranging expertise across relevant
industries, including deep proficiency in
the hospitality and franchising sectors,”
said Stewart Bainum, chairman of Choice's
board of directors.
Choice, which previously accused
Wyndham of spreading misinformation
about the deal’s likelihood to pass the
Federal Trade Commission’s approval for
the deal, said its nominees “understand the
nuances of the franchising model and the
increasing pressure franchisees face from
rising operating costs, larger hotel chains
and dominant online travel agencies.”
"With this slate of independent, highly
qualified candidates for election to the
Wyndham board, Wyndham shareholders
will have an opportunity to be represented
by a board that will fulfill its fiduciary duty
to act in the shareholders' best interests and
consider any and all paths to create value,”
said Patrick Pacious, Choice president and
CEO.
Shah only made a brief statement on
his naming as a nominee, saying “given
where we are in the process I can’t go into
detail about my candidacy or the proposed
merger at this time.”
Wyndham, AAHOA not moved
Wyndham’s board acknowledged receipt of
the list of Choice’s nominees but said it still
recommended that shareholders not tender
their shares toward the merger.
"This action is yet another attempt by
Choice to advance its inadequate and
risk-laden hostile exchange offer, which the
Wyndham board unanimously determined
is not in the best interests of shareholders,”
the board said. "Choice's proxy contest is a
blatant scheme to mislead shareholders into
packing the Wyndham board with nominees
hand-picked to push through their offer.”
In its original proposal, made public in
October, Choice said it sought to acquire
all the outstanding shares of Wyndham at
a price of $90 per share and shareholders
would have received $49.50 in cash and
0.324 shares of Choice common stock for
each Wyndham share they own. Choice
claimed that is a 30 percent premium to
Wyndham’s 30-day volume-weighted
average closing price ending on Oct. 16,
an 11 percent premium to Wyndham’s 52-
week high, and a 30 percent premium to
Wyndham’s latest closing price.
Wyndham’s board unanimously
rejected Choice’s proposal, calling it
unsolicited, “highly conditional” and not
in the best interest of shareholders. On
Nov. 14, however, Choice sent a letter to
the Wyndham board with an “enhanced
proposal” intended to address Wyndham’s
concerns about clearing federal regulations.
On Dec. 12, Choice launched its public
exchange offer to acquire Wyndham and
on Dec. 19 the Wyndham board officially
rejected the offer and urged shareholders
not to tender shares for the deal.
In response to Shah’s nomination and
statements supporting the deal by Mike
Leven, AAHOA co-founder, the association
released a statement saying Leven and
Shah’s opinions did not represent AAHOA’s
official position on the acquisition.
“AAHOA remains highly concerned
about the significant impact this proposed
merger will have on the industry, and we
strive to always represent the best interests
of our members,” said Laura Lee Blake,
AAHOA president and CEO.
Wyndham has not yet set a date for its 2024
shareholder meeting, a spokesperson said.
Choice names nominees for
Wyndham’s board
Hersha Hospitality Trust’s Jay Shah is among them, AAHOA reiterates its concerns
about the proposed acquisition
Choice Hotels International continued its efforts to acquire Wyndham Hotels & Resorts in January by
naming eight nominees for the Wyndham board of directors. However, the current board said Choice
has not adequately addressed its concerns about the proposed acquisition of the company and the
nominees for the board are meant to rubber stamp the deal.
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