US hotel operator Wyndham Hotels & Resorts, Inc. (NYSE: WH) board of directors has urged shareholders not to support local peer Choice Hotels International, Inc. (NYSE:CHH) hostile takeover offer, which it deemed as "virtually unchanged" from the suitor's previous proposal. After numerous attempts to negotiate a deal, Choice took its bid directly to Wyndham stockholders earlier in December, offering USD 49.50 per share (EUR 45.34) in cash and 0.324 shares of Choice common stock for each share owned. The recommendation against the USD-85-per-share bid follows a comprehensive review, which has revealed that the proposal is "virtually unchanged" from the suitor's previous offer, a press release said on December 18, 2023.

The prolonged two-year regulatory review period and its outcome, the low valuation, along with the significant equity component of Choice stock remain the core issues of concern, said Stephen Holmes, Wyndhams board chair. He reaffirmed the company's confidence in its existence as an independent entity. Wyndham also pointed to the franchisees' opposition to the proposal, which further intensifies the level of business risk.

In October, Wyndham turned down Choice's USD-7.8-billion cash-and-stock offer, saying it was ?highly conditional?. The suitor submitted a new offer in November, which did not propose a change in the form of the consideration and got it rejected.