Form 425 - Prospectuses and communications, business combinations
February 05 2024 - 3:08PM
Edgar (US Regulatory)
Filed by Choice Hotels International, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Wyndham Hotels & Resorts, Inc.
(Commission File No. 001-38432)
Choice Hotels International, Inc. (Choice) is using or making available the following communications through the website
www.CreateValueWithChoice.com (the microsite), a website maintained by Choice providing information relating to the proposal Choice has made to acquire Wyndham Hotels & Resorts, Inc.:
Exhibit 1
Media January 31. 2024 A Larger Hotel Chain Is Good For The Industry And The Economv. Ike Brannon FORBES Operating like a cartel,
OTAs extract excessive fees from franchisees in exchange for reservations. whereas a larger brandlike a combined Choice and Wyndhamhas more leverage to push back on the OTAs and give franchisees more resources to encourage guests to book
directly through the hot els reservation system. January 22. 2024 Choice Hotels nominates board directors in hostile Wvndham bid Anirban Sen REUTERS A deal makes a lot of sense for both Wyndham and Choice from a franchisee
perspective and an ownership st andpoint. There are lots of financial synergies in this dealthe franchisees are going to get a significant amount of coordination between what can be done with the increase in the revenue capabilities: said Mike
Leven. w1o co-founded the Asian American Hotel Owners Association (AAHOA). Oecomber 12, 2023 (Qmtort Inns oNner doubles down on irs hostile takeover bid for the com!2Q!1Y_ thor owns Da~
jordan Valinsky CNN If a deal is reached, the merger still needs regulatory approval. A combined company could help it compet e against its larger rivals. like Hilton and Marriott. October 26, 2023 Wvndham comes out
swingiJ1g.2goinst des12erate grab tokeoter of/;Ljrom Choice Hotels Cameron Sperance THE POINTS GUY There are several aspects of the potential Wyndham and Choice marriage that make sense. It combines the two key players in the
budget and midscale hot el sector, a segment that is beginning to catch the attention of heavy hitters like Marriott International. Hilton, IHG Hotels & Resorts and Hyatt. October 17. 2023 Choice Hotels Unveils $7.8 Billion
Takeoer Off_er For V/yndhom Lauren Thomas and Will Feuer THE WAll STREET JOURNAL Choice is no stranger to merge-s and acquisitions. A merger of the two companies would also position the
combined company to compete against much larger lodging rivals Marriott and Hilton. which cater more to higher-end travelers. December 12, 2023 ~goeshostile in Wvndham tokeoverattemP-I. Cameron
Sperance THE POINTS GUY A Choice-Wynd ham marriage makes sense as far as offering a compelling low-cost juggernaut against Marriott, Hilton and IHG. November 7. 2023 WHICHH: Bidder sees P-ath
forward offer not deemed best and final jonathan Spitzer CTFN The buyer sees a path to completiondespite the targets stated antitrust concerns and value argumentsand believes it has the tools to achieve a deal.
Choice has a variety of tools at its disposal. it is understood, including not only a proxy fight but also a possible exchange offer. Despite an outpouring of public opposition from a large industry group, on w hich CTFN has reported,
shareholders and franchisees have expressed views that are generally supportive o f a combination. Choice has argued that not only is the market for franchisee business already competitive. with m ultiple offerings from existing players,
but there is already new competition from higher-end. better-capitalized entities: Hilton, Marriott and IHG. These parties have moved down market specifically in an attempt to capture customers for their
rewar:l s programs sooner. October 18, 2023 Wvndham suitor is unp_reP-ared to check in i!:!.H ,y,.fi jonathan Guilford BREAkiNGVIEWS Combining the two companies makes strategic sense: both
focus on the m id-tier to discount hotel segments, w here occupancy rates were less brutally hit by the pandemic than more upscale peers. Each also serves similar types of franchisees and can unite to cut
costs and possibly lift revenue. October 17. 2023 Wvndham re{ects Choice Hotels $7.8 billion takeover bid Priyamvada c and Shivansh Tiwary REUTERS Choice is no stranger to mergers and acquisitions. A merger of the
two companies would also position the combined company to compete against much larger lodging rivals Marriott and Hilton. which cater more to higher-end travelers.
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