Wyndham Files DEFA14A on Choice Hotels Exchange Offer

TL;DR

**Wyndham is telling shareholders to read up on Choice Hotels' exchange offer, big news coming.**

AI Summary

Wyndham Hotels & Resorts, Inc. (NYSE: WH) filed a DEFA14A on January 22, 2024, indicating they made materials available to investors on January 19, 2024, regarding a potential exchange offer from Choice Hotels International, Inc. This filing advises shareholders to read Wyndham's Schedule 14D-9, which will contain important information about the offer. This matters to investors because it signals ongoing developments in a potential acquisition, which could significantly impact Wyndham's stock price and future operations.

Why It Matters

This filing alerts investors to critical information regarding a potential takeover bid, which could lead to a significant change in Wyndham's ownership and strategic direction.

Risk Assessment

Risk Level: medium — The risk is medium due to the uncertainty surrounding the potential acquisition by Choice Hotels International, Inc. and its impact on Wyndham's stock.

Analyst Insight

A smart investor would closely monitor the filing of Wyndham's Schedule 14D-9 and any subsequent communications from both Wyndham and Choice Hotels International, Inc. to understand the terms of any potential offer and its implications for Wyndham's valuation.

Key Players & Entities

• Wyndham Hotels & Resorts, Inc. (company) — the registrant filing the DEFA14A
• Choice Hotels International, Inc. (company) — the company making a potential exchange offer
• U.S. Securities and Exchange Commission (company) — the regulatory body where documents are filed
• January 19, 2024 (date) — date materials were made available to investors
• January 22, 2024 (date) — date of the DEFA14A filing

Forward-Looking Statements

• Wyndham Hotels & Resorts, Inc. will file its Schedule 14D-9 in the near future. (Wyndham Hotels & Resorts, Inc.) — high confidence, target: Q1 2024
• Choice Hotels International, Inc. will proceed with a formal exchange offer. (Choice Hotels International, Inc.) — medium confidence, target: Q1 2024

FAQ

From the Filing

0001140361-24-002974.txt : 20240122 0001140361-24-002974.hdr.sgml : 20240122 20240122060049 ACCESSION NUMBER: 0001140361-24-002974 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240122 DATE AS OF CHANGE: 20240122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYNDHAM HOTELS & RESORTS, INC. CENTRAL INDEX KEY: 0001722684 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 823356232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38432 FILM NUMBER: 24546972 BUSINESS ADDRESS: STREET 1: 22 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-753-7791 MAIL ADDRESS: STREET 1: 22 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 DEFA14A 1 ny20016614x13_defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material under Sec.240.14a-12 Wyndham Hotels & Resorts, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 On January 19, 2024, Wyndham Hotels & Resorts, Inc. made the following materials available to investors. Important Additional Information This website 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 webs