By Aishwarya Jain, Doyinsola Oladipo and Anirban Sen
(Reuters) -Choice Hotels International on Monday scrapped its nearly year-long pursuit of rival Wyndham Hotels & Resorts (NYSE:WH), after repeated rejections and failing to garner enough support from Wyndham's shareholders for its hostile bid.
Choice said its exchange offer to buy Wyndham's shares has expired and it is withdrawing its nominations of director candidates for Wyndham's board.
Choice first approached Wyndham in April last year and disclosed its cash-and-stock offer in October. Based on the closing share price of the companies on Friday, the offer was worth $89 per share, or about $7.2 billion.
In December, Choice appealed directly to Wyndham's shareholders to break a stalemate in the takeover battle, by unveiling an exchange offer for Wyndham's stock. Choice also nominated a slate of directors to replace Wyndham's eight-member board, Reuters reported.
Wyndham has repeatedly rebuffed Choice's bid as low-premium and fraught with antitrust risk. Wyndham, based in Parsippany, New Jersey, also raised concerns about the combined company carrying too much debt, and a slowdown in Choice's business.
A tie-up between Choice and Wyndham would have created a U.S. budget hotel giant, competing with upscale operators like Hilton Worldwide and Marriott International (NASDAQ:MAR) which have made a push in recent years to enter the budget segment.
Rockville, Maryland-based Choice operates nearly 7,500 hotels in 46 countries in the upper-midscale and upscale segments, including brands such as Radisson, Country Inn & Suites, and Cambria Hotels. Wyndham, which franchises about 9,100 hotels in more than 95 countries, operates budget brands such as Travelodge, Ramada, Days Inn and Microtel.
"While the support from Wyndham stockholders tendering into the exchange offer was significant considering the number of investors structurally prevented from participating at this stage, it was not sufficient for Choice to conclude ... that a path towards a transaction is available at this time," Choice said in a statement.
Choice's exchange offer received the support of less than 20% of Wyndham's shareholders, people familiar with the matter said.
Choice said it will now focus on its standalone strategy and that its board had boosted the company's share buyback authorization by five million shares, or about $600 million.
Shares of Choice rose more than 4% in afternoon trade, while Wyndham gained more than 1%.
Wyndham has said that it could achieve a higher valuation on its own, projecting compounded annual growth in adjusted earnings before interest, taxes, depreciation and amortization of between 7% and 10% through 2026. Its adjusted EBITDA growth had reached 6%, the company recently said.
On Monday, Wyndham welcomed Choice's withdrawal of its tender offer and slate of directors.
"We are confident in Wyndham's standalone strategy and growth prospects under the leadership of our proven management team," said Wyndham Chairman Stephen Holmes.
Ending the takeover bid could benefit Choice, Jefferies analyst David Katz wrote in a note, upgrading the hotel operator to "buy" from "underperform."
"We do not see it completely impossible that CHH could come back in with another offer should WH’s shares languish at these levels for another year," said Patrick Scholes, analyst at Truist Securities.