On December 18, 2023, Wyndham Hotels & Resorts, Inc. sent the following letter to its employees.

To: All Team Members

Dear Team,

Today we announced that our Board unanimously determined Choice’s unsolicited exchange offer (which as we communicated to you last Monday was virtually unchanged from their previous offer) is NOT in the best interests of our Company or our shareholders. The Board is recommending that our shareholders NOT tender their shares into the offer.

Why did our Board make this recommendation?

Our Board continues to believe that Choice underestimates and undervalues us. Their offer continues to downplay the strength of our business and does not take into consideration our significant growth prospects as a standalone company.

In addition, we believe that the offer misjudges just how long and hard a potential antitrust review will be. In fact, in a very unusual move, the Federal Trade Commission (the FTC) already opened a preliminary investigation into the transaction – even before any exchange offer or transaction has occurred. The Board and our leadership team remain committed to doing what’s best for our company, our shareholders, our franchisees and all of you.

What comes next?

As a reminder, nothing can happen with respect to Choice’s offer until regulatory approvals are obtained, a process which could take up to 24 months. While we can’t speculate on what Choice may say or choose to do next, we expect they will continue to try to disrupt our business while making noise like announcing they are planning to nominate directors to our Board for election at our next annual meeting. Choice, however, cannot put director nominees on our Board until a vote occurs in mid-2024.

Whatever course of action Choice may take, we are ready.  Our Board will continue acting in the best interests of our Company and shareholders. We will not let Choice distract us from growing our business or delivering on our goals. And we’ll continue to stay focused on increasing the support we provide to our franchisees and to one another.

Our Board could not be more proud of what you’ve all achieved this year. We’ll continue sharing important updates with you when we can. And you can visit https://StayWyndham.com/ to get the facts and more information on the Board’s recommendation.

As a reminder, if someone outside of the Company reaches out to you, please direct them to Maire Griffin at Maire.Griffin@wyndham.com.

Have a very happy and safe holiday season and new year ahead.

And as always, thank you for all it is that you do.

Geoff

 

This communication is not an offer to purchase or a solicitation of an offer to sell any securities or the solicitation of any vote or approval. Wyndham Hotels & Resorts, Inc. (“Wyndham” or the “Company”) has filed with the U.S. Securities and Exchange Commission (the “SEC”) a solicitation/recommendation statement on Schedule 14D-9. Any solicitation/recommendation statement filed by the Company that is required to be mailed to stockholders will be mailed to Company stockholders. COMPANY STOCKHOLDERS ARE ADVISED TO READ THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY DECISION WITH RESPECT TO ANY EXCHANGE OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Company stockholders may obtain a copy of the Solicitation/Recommendation Statement on Schedule 14D-9, as well as any other documents filed by the Company in connection with any exchange offer by Choice Hotels International, Inc. or one of its affiliates, free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of these documents from the Company by directing a request to Matt Capuzzi, Senior Vice President, Investor Relations at matthew.capuzzi@wyndham.com or by calling 973.753.6453.

The Company intends to file a proxy statement and accompanying WHITE proxy card with the SEC with respect to the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). The Company’s stockholders are strongly encouraged to read such proxy statement, the accompanying WHITE proxy card and other documents filed with the SEC carefully in their entirety when they become available because they will contain important information. The Company’s stockholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC free of charge at the SEC’s website at www.sec.gov. Copies will also be available free of charge at the Company’s website at https://investor.wyndhamhotels.com.

 

This communication contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including statements related to the offer. Wyndham claims the protection of the Safe Harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements. Forward-looking statements include those that convey management’s expectations as to the future based on plans, estimates and projections at the time Wyndham makes the statements and may be identified by words such as “will,” “expect,” “believe,” “plan,” “anticipate,” “intend,” “goal,” “future,” “outlook,” “guidance,” “target,” “objective,” “estimate,” “projection” and similar words or expressions, including the negative version of such words and expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Wyndham to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of hereof.

Factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation: factors relating to the offer; general economic conditions, including inflation, higher interest rates and potential recessionary pressures; the effects from the coronavirus pandemic, including the impact on Wyndham’s business, as well as the impact on its franchisees, guests and team members, the hospitality industry and overall demand for and restrictions on travel; the performance of the financial and credit markets; the economic environment for the hospitality industry; operating risks associated with the hotel franchising business; Wyndham’s relationships with franchisees; the impact of war, terrorist activity, political instability or political strife, including the ongoing conflicts between Russia and Ukraine and between Israel and Hamas; Wyndham’s ability to satisfy obligations and agreements under its outstanding indebtedness, including the payment of principal and interest and compliance with the covenants thereunder; risks related to Wyndham’s ability to obtain financing and the terms of such financing, including access to liquidity and capital; and Wyndham’s ability to make or pay, plans for and the timing and amount of any future share repurchases and/or dividends, as well as the risks described in Wyndham’s most recent Annual Report on Form 10-K filed with the SEC and subsequent reports filed with the SEC. Wyndham undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by law.